Dash forward, Three heroes!
by Galvantula866
Summary: Part 2 of the Diagon Trilogy. Vilgax has resurfaced in the body of Monstroso! Can Ben, Rook and the KRC stop him again? Ben 10/Venture Bros/ Fourze X over. IN NEED OF BETA READING
1. Man or Monster?

**Disclaimer: All characters and themes are the property of their respective owners**

**Dash forward, three heroes**

_Late at night, in a world unlike ours, and yet more like our own than we realize at times..._

It seemed like a dream to the giant of a man. He once held ultimate power in his hands, but two young boys took that away from him.

Now he found himself in a helicopter, with men in loosely fitting butterfly costumes by his bedside. What worried him was how much they kept looking at him like he would die right there and then.

To think that Vilgax, conquer of ten worlds and former heir of Diagon would die from such pedestrian wounds such as burns and broken bones.

Wait a minute: Broken..bones?

That was a shock to Vilgax as he awoke in a fright, with one man trying to comfort him, but failing to do so.

"I'm sorry, Monsteroso. We were just barely able to save you, but Mol is..." he trailed off as he wasn't too fond of death, but it was part of his life. If Brock Samson didn't kill him then some other factor would. It weighted heavily on him as it allowed Vilgax time to think back to what went wrong.

He thought back to Yuki Jojima, Erin Suda, Tojiro Goto and Ran Kuroki, the people he kidnapped in a final attempt to kill Ben Tennyson, his sworn enemy. Of course Ben was able to save everyone of them, though he failed to save Yuta, a friend of theirs.

That made him smile as he tried to get up, but it took much effect to do, as Monsteroso's body would require much work done on it to get it ready for revenge. That was all he had left in this life. Elana, that traitor and leader of the Hivemind took his real body, cast his soul into this prison and lost to both Ben and Gentaro, AKA Kamen Rider Fourze.

The butterfly man continued on with his grave tidings. "She's gone, Mr. Monsteroso. If there's anything I can do for you, just say the word and I will do so to the best of my ability." His face was kind, but the being he was talking to was far from kind.

All of this silliness, it was too much to take for Vilgax. Sitting up and with all his rage and bile he roared "MY NAME IS VILGAX! RULER OF THE UNIVERSE AND YOU WOULD BE WISE TO REMEMBER THAT, YOU BUFFON!

While everyone there was scared witless one was not. Wearing a black skull mask he knew something was off with Monsteroso. "You are not Monsteroso. His soul has passed on. This is Vilgax, a being who can tap into both Diagon's power as well as the Black Zodiac, the shadowy side of the Light Zodiac that nearly everyone knows by heart." His words were odd, but they knew he was telling the truth. "I believe the Guild can help you, Vilgax, but I must warn you that we have rules to follow and failure to do so will not bode well on you in the long run."

Vilgax could not care less at the moment. "As long as I can kill Ben Tennyson again then I could care less about your silly rules!" He would never have so polite in the past, but the Kamen Rider Club brought out a side of him that even he wanted to never find out about. But he was willing to work with this Guild for now. At least until his body was ready to go back and finish the job he started all those years ago.

_Later, in a secret lab..._

It was a long and painful process, but the genetic engineering was a complete success! Now he was no longer Monstero, but he couldn't be Vilgax anymore.

Now he was Super Vilgax, a combo of man, gorilla, T-Rex, eel, bear, squid and of course, Chimera Sui Generis DNA. He was thankful some parts of his old body crossed over into the Dark Nebula with his soul and landed by Monsteroso's body. He was now a tealish green, he was more muscled and no longer made of coiled tentacles and his eyes were glossy black.

He wore black pants with steel boots, a red belt with the symbol of the Guild and a black tank top, with gold armbands that can fire off laser blasts, though those paled to his old Ruby Ray. How he would miss having that on his person. Still, his claws were sharper, he no longer had to worry about his crappy true form and he was more powerful than ever, with the power of both the Dark Horoscope Switches and Diagon soaked into his very being. Oh, Ben was in for it now...

_Venture Labs..._

A man in a red bathrobe dropped his glass in terror, as he realized the horrible truth. Diagon's heir was finally here in his dimension. He would be needing all the help he could get.

Before all fell to Vilgax...


	2. The disorder of the Triad!

**Disclaimer: All characters and themes are the property of their respective owners**

_Venture Industries..._

Alarms were blaring nonstop as the new foe dubbing himself "Super Vilgax" rampaged thoughtout the building that Rusty Venture called home. But apart from this new character in his life he wasn't totally worried. More like annoyed, as Dr. Orpheus was freaking out about this guy and he couldn't figure his ranting out. Some nonsense regarding the 'Black Zodiac' or some darn thing. Finally he reached his breaking point, but to be fair he has little patience for magical matters.

"Look, I know you're getting all upset over this weirdo in a bad Pirates of the Caribbean cosplay, but when does anything the Guild of Calamitous Intent make any sense? I mean, have you LOOKED at Phatom Limb lately? Just banish him to the Torrid Zone so I can get back to work." Rusty grumbled, as he really did not care for both Orpheus 'whining and Super Vilgax's howls of madness.

Dr. Orpheus was a master of the mystic arts and the leader of his team, The Order of the Triad, a trio of magic knowable heroes who deal with matters that neither OSI and S.P.H.I.N.X. were able to handle, which meant they were just fighting Torrid, a old foe of his.

That meant they were ill prepared for a being with such power and skill attacking their homebase. "Dr. Venture, I have the utmost respect for you and your skills, but your science alone cannot stop the wielder of the energies of Diagon, the Dark One and the Black Zodiac! I can only hope that these grim tidings grow still, as I fear these events are beyond my ability to handle alone." as sweat dripped from his brow.

Dr Venture knew of Diagon. Orpheus would not shut up about him when he found his name by accident and he was forced to listen to Dr. Orpheus 'powerpoint' on all things Diagon. Grabbing his colleague by the shoulders he shook him and shouted "I don't care about stupid Diagon and Super Whatever! Just make them go away so I can work in peace!"

Putting Venture's hands down he shook his head, letting him know that this was beyond his power. "We must call out to the ones who banished these demons, who can utilize the power of the Light Zodiac, the opposite of the Black Zodiac! Only strong and noble hearted warriors are able to cross over using my weakest travel spell. I must store my reserves for defending our fair home from these beasts of Lovecratian lore!" Dr, Orpheus dramatically cried out, as lightning crashed down all around them.

As if to answer his prays a mighty man ran towards the two doctors. He was a plumb fellow and quite friendly, but he was also trained in the military skills of the good ol' US of A, plus moderate skill in advanced hovercraft technologies. He was also a tad odd, but the pills the OSI has him on has kept him from being too friendly with people. He means no real harm, but he sometimes goes overboard with things. "Sgt. Venture, reporting for duty!" the man barked in a cheery tone.

"My good sir, please go and find the heroes of the other worlds! Our world is in dire peril and we cannot repel it alone! Now go and find our greatest hopes and dreams, noble sir!"

Dr Orpheus used his magic (it was originally OutRider's, but that didn't need to be known now. Perhaps later when things have calmed down somewhat) to summon a swirling orange portal leading to the world of heroes, magic, aliens and super technologies the likes of which have never been seen by mortal eyes in this realm.

Sgt. Venture was raring to go, but a important matter needed to dealt with before he left. "Um, this may be a bad time, but can I take my new hover tank with me? I haven't had time to install the weapon systems yet and besides, I don't wanna track in dog doo from some weirdo world, right?" as he laughed nervously, rubbing the back of his head to showcase his loss of nerve.

Pinching his nose's tissues together in frustration Dr Orpheus muttered "Yes. Just go already" and with that Sgt Venture was on his way.

Of course that left Dr. Venture without a bodyguard, as Brock was working with S.P.H.I.N.X. to hunt down the last of the Blackhearts and Hank and Dean were with them, as Dr Venture needed alone time (He just wanted them gone in case he wanted to call some friends over. Can't have the time of your life hanging out and watching the game with two needy boys hanging over you like the specter of death) and that fact made him break out in a cold sweat. "Oh dear sweet science, I'm going to die right here in my own home, like some a villian in a bad movie!" the former boy adventurer whimpered as his sweat dripped down his brow.

"Do not despair, my good fellow, for the heroes I am calling are noble, kind hearted and powerful beyond even your wildest dreams!" Dr Orpheus comforted his fellow doctor. Soon Super Vilgax would be thought the blast doors and whatever he wants to find he will find.

The two of them hoped and prayed Sgt Venture could find them in time. However, he only knew that he was going to be right by them. That was his only bit of info, as Dr Orpheus realized that and went "Oh Crud!"

This was going to be one of those months again.

_Outside..._

Vilgax was not doing quite as well as the doctors feared, thought he was close to breaking though to where they were. But they weren't his true targets.

Albedo, in his last attempt to kill Ben tried to use a Dream Eater parasite on him, but slipped and the evil creature fell on him, requiring immediate medical attention. Getting the blasted thing cost him his shape shifting powers and his pride, and the right to ever go back to Gavan Prime MK 2, the second world of the Gavan, after the first was ruined by the HighBreed.

This was too much for Azmuth to tolerate, so he had him banished to a world of failure, where he could stay in and think about his life until his final days.

But Vilgax was always one to see things that others were unable or unwilling to see. That's why when he asked Diagon where Albedo was during his "final attack" on Ben he wasn't too surprised to see he ended up here. He knew from the Old One's visions that the people of this world were...odd to put it politely.

Flanking him were a gaggle of Monarch henchmen, men with shinny bodies, yellow butterfly costumes and dart guns. They were as lame as I said they were. But Vilgax wasn't too picky about allies, not after he lost Zombozo, Will Harange (he didn't die, but the Gemini Switch brought out his darker side and it killed the "good part" of him, then it rejected Vilgax outright),Darkstar, Agreggor and Overlord to both Ben and his new allies, the Kamen Rider Club and Driscoll, Argit, Cash, Charm Caster, Psyphon (who only left him because he thought he was dead. Currently he's incarcerated with Laim, Fistina and Bubble Helmet after attacking Undertown, which was thwarted by Ben and Rook), J.T., and Emily defected from his side.

So Albedo's gonna have to do for now.

"If you're done pounding the doors like a grounded brat, then use the keycard!"

A shrill voice belonging to a thing man clad in butterfly themed armor, with a long goatee and eyebrows shouted over the loud pounding. He was the Monarch himself, the self proclaimed arch nemesis of Dr Venture. He was overly dramatic and his plans were not always fully thought though, but he has passion for his job and since the lost of Mol meant everyone else was busy trying to pick up the slack (paperwork, and all that)

The Sovereign gave him free reign to do as he saw fit. Which meant bugging Dr Venture with his new buddy. "I don't know why you call yourself "Super Vilgax" I mean, what the heck's a Vilgax and why use it as your totem? Can't you pick a better animal to use, like the fearsome Monarch butterfly?!" he questioned the alien ruler, arms raised in defiance of what fate had in store for him.

"Because, first off that's my name, and second, I am the embodiment of the Black Zodiac and Diagon's power, fool!" Vilgax snapped, swiping the card from Monarch and using it to open the blast doors. Dr Venture screamed like a little girl and ran behind Orpheus, who was standing, but rapidly losing his nerve.

"You shall never break down the dimensional walls and resurrect your master, foul best of the other world! We, the Order of the Triad, shall stand against your desires and prevent your dreams from coming true!" He wished he was as brave as he sounded, but his two teammates were a little unsure about having to fight Vilgax.

The Alchemist, a kind hearted man in a monk's robes, was the first to state his opinion on this matter. "Whoa, big fellow here. I can just see it now, we die and all our lives are pasted on the damned Internet, where everything we did is scrutinized! I am not a bad person, I just don't believe is trusting everything to the computers. What's wrong with reading something that's not on a screen once in a while?" he asked of no one in particular. Ever since his close friend betrayed on him and the whole ugly matter found its way to MySpace, he hated the Internet and everything that it stood for.

"Just remember, if it's a Blackula I get the teeth!" Jefferson Twilight ordered. His mother was killed by vampires and he made it his life mission to kill them all, thought that was hampered by his diabetes and low blood sugar. Still, he was quite good at his job and he looked the part, with a brown jacket, jeans, and comfortable shoes, he was always ready to tackle any and all vampire threats.

"I am more than you will ever know, as I shall rule over this world under your corpses!" Vilgax thundered at them, as Helper shot at him with the Walking Eye's laser. Turning around and giving the four men time to get to safety, Vilgax tore a piece of steel off and threw it at the hapless robot, destroying the Walking Eye and leaving only his head intact. Then he went back and chased after the Order and Dr Venture, as Monarch was running after them as well.

"Get your own rival!" he wheezed as he tried to keep up with the superpowered alien. Dr venture was his first and he's be damned if this octopus man monster took that away from him.

At least he thought he was a octopus man monster, with the tentacles and all that.

_Bellwood, Mr. Bellman's market..._

Ben and Mr. Bellman got along OK. It's just that when criminals attack the store, Ben tended to do more damage than they did, due to his clumsiness. Mr. Bellman loved Ben like a grandson and the attention he brought to the store, it's just that he wished Ben wasn't a force of destructive nature when he was fighting in here. Mr. Bellman was a plumb man with graying hair and a pink striped shirt, while Ben was a 17 year boy with a black shirt with green designs on it and a 10, brown cargo pants and the Omnitrix on his left wrist.

"Look, I said we'd fix things and well, here we are! The Guiding Stars are always ready to lend a helping hand!" Ben stated, a bright smile on his face. But he still had much pain in his heart, since he lost Julie, his girlfriend to Elena and Diagon's influence. But he had gained new friends as well, and they were always willing to help out. Well, most of the time.

Rook was Ben's new partner and he was intelligent, brave and armed with the Proto Tool, a device that shape shifts to whatever he needs, from a bow to a grappling hook. He also wore Proto Tech armor, which was state of the art and very purple.

But he was not from Earth, hailing from another world, where he was a wheat farmer and as such was a "donut hole" and very by the book, clumsily fumbling wisecracks and having trouble with Earth culture from time to time. But the two complemented each other well, Ben with his Omnitrix heroes and Rook with his tech. They were as close friends as well, which made working together a breeze! (Max, Ben's grandpa was not too pleased with Ben's previous ego troubles, and Rook was there to keep him humble, which worked perfectly!)

His other friends were farther from anywhere Ben knew in his universe. They hailed from another dimension, one of great heroes and technology like nothing he ever knew! Most wore the school outfits of Amanogawa High, with red skirts for the girls and grey pants for the boys.

Gentaro however, wore nothing like that at all, preferring to wear a black jacket with pink shirt, black pants and had his hair in a pompadour, making him look like one bad dude. He was nothing of the sort, being friendly and nearly always happy with life. He treasures his friends more than anything else and loved making new ones as well.

He was also Kamen Rider Fourze, the protector of his school, who fought against the Horoscopes and their Zodiart minions. But it was far more than that. The Horoscopes were a group founded by Gamou, the school founder, who was trying to reach the "Presenters" a outerworldly intelligence that called out to him during the Apollo Program in the late 1960s. He used the Core Switch, a gift left by them to create Zodiart Switches, which when used by a person, then on known as a "Switcher" mutated them into monsters that can survive in a vacuum and can travel though warp speeds without spaceships, though the second part was unproven, thanks to Fourze and his group.

The worst part was if a user was enraged enough at the world or if they had a strong enough connection to a Zodiac constellation, they were able to mutate further to Horoscopes, the leaders who had power far beyond normal Zodiarts. Out of all 12 members only 5 made it intact though Vilgax's endgame and they were with Ben, Rook and Gen now. They were the best of friends with Gen, and he was pleased to have them around. He deeply regretted leaving them alone with the other, evil members when he found out about Ben's Ego during a assignment and he took JK, his stylish friend with him to beat the tar out of Ben.

He found out that Ben was a true hero like himself, that he was no longer the brat he was (thought still dense from time to time) and that he was dying from Elana's handiwork, but thanks to Sir George he was able to beat that and defeat Vilgax once and for all, or so they all thought. Worst of all the people that he knew from school that weren't JK were captured and forced to become the final members, but Ben was able to save them with the help of Manny.

But before we get to our former Horoscopes I must speak of JK. With hair dyed, his tie loosely fitting and all sort of little niche nacks hanging on his person, you'd think he was a coward that is always on the know about everything there was to know. While he was still wise about matters like that and he was far from brave, he was no coward anymore. Now able to use the Powerdizer and having friends that truly trust and care for him, he was more than capable of helping out when needed.

Our first former Horoscope is a dear friend of Gen's, and the second of command of his group. With long black hair and a small, though pretty figure, Yuki Jojima was the sort of person that loves to help out and keep the good cheer in her friends, as well as being in the know about all matters regarding space and space travel. Also she loves to cook, and is a loving girl that due to being too fond of space at times, was not the most popular person at school. While she is excitable at times she has the potential to become a great leader. Her high energy levels and optimistic attitude made her a hit with people willing to get to know her better and by the time she was captured, she was able to make some good friends.

She was forced to become the Gemini Zodiart, a jester monster that looks like the stuff of nightmares (and she still does, as the form scares her a great deal) and was capable of attacking with cards that were able to blow up, and clone itself and have the clone blow up too. But due to her being a Gemini a side effect of the conversing was that she would have her darkside gain a body of its own and it would drain away everything that made her Yuki until one died, during which the survivor gains everything.

Vilgax wanted none of that, so he had Psyphon tweak her Switch so she was in complete control, though she lost her temper when she found out that Gen forgot a promise, during which her dark side (dubbed Dark Yuki) emerged and attacked, but Gen was able to stop it before any harm was done, although they had to work past their issues with each other, becoming boyriend and girlfriend by the time Vilgax's body, as Cyber Vilgax and Elana were destroyed by Fourze's Super Cosmic States form.

Next up was the man who was one of the first Horoscopes, Emoto. He was a dear friend to those that knew him, but after being left jealous of the others, betrayed them and worked with Gamou to bring about the Dark Nebula, a warpgate with enough power to level Japan.

But after he killed his best friend, he repented and founded the M.B.U.S. and built a good chunk of the KRC's arsenal, the Meteor Driver and Switches being his masterpieces.

He's friendly and damn smart, but woe be to anyone that gets on his bad side. Then he becomes a harsher person, a taskmaster who is not afraid to bust the chops of anyone who gets in his way. Thanks to the KRC though, he regained faith in friendship and was back to being his clumsy, but intelligent and helpful nature, though the darkside, which he uses as "Tachibana" still remains. His form was Virgo, a angel wielding portal powers, wings that could attack with much force and a halberd he used to defend against his foes, now friends.

Third was the loud rocker known as Tojiro Goto, a boy with a harido that looked like a bad attempt at mimicking Frankstein's bride, the former Lyra Zodiart and Capricorn member. Having a big appetite and a fondness of rock, metal and everything in between he wanted to become a world famous musician with JK, his friend from middle school, though they were not good during that time frame.

Being impatience and wanting to give people good music, the shrew, but good natured boy gained a Switch to become Lyra and then evolving past the Last One state to mutate to Capricorn Zodiarts, a goatman that was able to brainwash people with his powers, though he was quite bad at attacking. After losing to Ben and Gen's group he returned to being a person that bears no ill will towards anyone and was not willing to work on improving himself, though he was still manipulative at times, but he generally did this to help his friends. Most of the time.

Erin was a girl from America, with red hair and looks that people, mostly boys, loved. But she wanted more than anything was to go into space and become a astronaut, like her father nearly was. She loved space almost as much as Yuki does, and is always wanting to help out with things that people needed to get done.

But she has a horrible temper on her and was bitter towards happy go lucky people, as one was picked against her father, who wasn't as charismatic. Yuki wasn't her favorite person when she transferred over, but she was able to win her over with her good cheer and their shared love of space. They were the best of friends, Yuki helping Erin with her temper and Erin working with Yuki on connecting with people better. Erin was once the Aquarius Zodiart, a amazon with healing powers and her whip, Neater hurt a lot! Not one to allow screwing around when work needed to be done, she was also the one who was the first to run off and have fun when it was called for.

Finally was Ran, the youngest of the group, with black hair in a ponytail and skilled in swimming and Aikido. Trust is not easily won with her, as all the bulling she suffered and the torment her best friend Haru endured made her close her heart to the world, lashing out at older student and babying Haru until he could take no more and rampaged as the Musca Zodiart.

Thanks to the KRC, she was now more willing to trust others and made many new friends as well, as gaining a stronger bond with Haru. A quirk she has is she doesn't like to be touched, throwing or worse when someone touches Ran. But other than that she believes in justice and get angry when she sees that things aren't as fair as she would like to see, and having a deep understanding of matters far beyond her age. She was forced to be the Pisces Zodiart, a scaly fish warrior woman that swam in ground as easily as water and had a water cutter attack that sliced though stone with frightening ease.

But all that was in the past now, as thanks to Azmuth they were human again, freed from the oversaturation of negative Cosmic Energy they soaked up crossing over with Diagon's power.

Now they were having the time of their lives, hanging with Ben and enjoying the sights and sounds (the smells, not so much. Good luck getting Stinkfly's oils out of a good pair of white pants, as Gwen and JK found out the hard way) and eating the homemade mac and cheese that Rook made (a attempt to wean Ben out smoothies, as the last time he had one he dropped it on Kevin by accident, earning him another beating, which the KRC gave back to Kevin in spades)when something came out of a portal driving a tank. That hovered in the air(that surprised no one there. Hover crafts are well known in both Ben and Gen's universes) and looked rather out of place.

With a red, white and blue color scene, flashing lights at the sides, and a barrel shaped like a star, its looks either like a corny carnival ride or a jingoistic parody of a real tank. Whatever your mind's eye is seeing Sgt Venture's tanks as.

Soon Sgt Venture himself came out and begged of the group "Look, I know that this is sudden and I'm interrupting your lunch, but we need your help! Vilgax is attacking our" He stopped to look over the notes Orpheus wrote for him in case things like this happened and went back to facing the group. "Dimension and without the OSI and S.P.H.I.N.X. to get our bacon out of the fryer, we need all the help we can get, Ben 10 and..um...Kamen...Rider Club" he asked, stumbling with the last part. These were the heroes Dr Orpheus asked for? He might as well call King Gorilla for help, and he's a jerk. As well as dead.

Everyone was stunned to hear that Vilgax was back, but how? No sooner than that thought entered their minds Azmuth showed up. Wearing his green rode and with his arms crossed behind his back, he looked like a very wise being and he WAS wise indeed.

"I know what our tattooed friend is saying is quite strange, but he is telling the truth. Paradox warned me ahead of time that two more attacks with Diagon's power are going to happen, so I took the time to get something ready in this case" he explained, pointing out the blue V on his face (and not the potbelly that he was still fighting to get rid of. Why did he still had that with all the work he was doing, even he didn't know) "Ben, you know as well as anyone I hate Albedo's Ultimatrix. Now although I'm still not fond of it, the feature is needed once again, this time with more power and safety, and a catch" as Azmuth wiped some dust off his sleeve. "You will be able to tap into the power of the Light Zodiac and regain your Ultimate Forms" That made everyone go bug eyed and Ben himself to drop his jaw.

"I shall explain everything in a matter that you can understand, though overly simplistic as it may be for a Gavan" the creator of the Omnitrix answered the silent question being asked by everyone there.

Mr. Bellman took the time to close early for his lunch as he muttered "At least Ben will not be wreaking my store any time soon"

_Venture Industries... _

Albedo was angry more than anything else. Having loss favor to the human he shared DNA with (not by choice, mind you) he was not in a great mood. His white hair was shaved down to fuzz, his right eye was now discolored purple, with a long scar over the area that it was, from brow to just above the chin, and a more muscled tone to his body that he'd liked (Gavans disliked doing hard labor and having to do just that was too much to bear, as he attacked Brock Samson and lost spectacularly to him, earning the scar as a "tally mark")

He now wore a red vest, a mesh t-shirt and black jeans with combat boots. In short he no longer looked like Ben, which suited him just fine. He hated the quirks of this body, though he did grow to love chill fries. Having loss his shape shifting powers to the treatments needed to get the Dream Eater off, he was desperate for any chance to regain his power.

So imagine his surprise when the Prototype Omnitrix was dropped by his feet and he knew who it was: The last person to use it.

"Your tardiness is frustrating, thought given the circumstances of our location right now, that is forgivable" Albedo replied, not bothering to look higher up to see Vilgax. What interested him was the P. Omnitrix, now seen as a gauntlet with claws, The Guild symbol where the peace sign was, a vermillion, black and gold color scheme and a appearance like that of a evil knight's armor. But where would his arm fit in there? There seems to be no room for slipping his hand in.

"I was able to fully repair the Prototype Omnitrix with the aid of a friend of mine" Vilgax remarked, referring to Henry Kissanger, the man who was helping Vilgax in his mad quest. "But although it now wields the power of the Black Zodiac, the tech of this world is...lacking. Some modifications are going to be needed" Vilgax snarled with a evil grin, as he grabbed Albedo's right arm and dragged him inside a room, shutting it closed to block out any interference.

Before Albedo could protest such barbaric work conditions, Vilgax began his horrible work, as his wails of pain were ignored by the unconscious forms of Dr Venture, Dr Orpheus, the Alchemist and Jefferson Twilight, deep in slumber.

Outside Helper's head laid on the grass looking helplessly at the statue of Dr Venture Sr, the founder of this place. Then his systems panicked themselves into shutdown...

**Next time:**

**Find out how the new Ultimate system works and how does it tie in with the Light Zodiac!**

**Albedo is back and more powerful than ever before! Having been 'enhanced' by Vilgax, he is a man with nothing left to lose, and that makes him deadly than ever before!**

**Will anyone learn that you don't mess with Brock Samson if you can't stand up to him?**

**See ya next time!**


	3. Like moths to a flame review

**Disclaimer: All characters and themes are the property of their respective owners**

**Ben 10 is the property of Man of Action and Cartoon Network, Venture Bros is the Property of Doc Hammer and Cartoon Network and Kamen Rider is property of Toei and Bandai,**

_The cocoon of the Monarch..._

Deep inside the seemly harmless cocoon was a base. Not just any base, mind you, but the base of the Monarch himself. Its walls and floors were a mish mask of purple and pink, clashing with the yellows of the Monarch and his henchmen. Inside were computers, view screens, weapons, all the important stuff he needed to "arch" Dr Venture, who he hated more than anything in the world.

But just waking up was his pride and joy, Dr. Mrs. The Monarch. A woman in her late 30 (early 40s?) with black hair that would look right at home in the 1950s, a figure that said "older hot woman" and a intellect that made her indisputable to Monarch's operations, she was his world and she knew that. Years of smoking have taken their toll on her voice, leaving her with a manly voice, and I mean MANLY!

But she had the day off to relax and unwind (translation: the Moppets murdered someone they shouldn't have and she had to keep track of them before their banning was undone) and her husband was nice enough to make her breakfast in bed: toast, blackberry jam, orange juice, a small salad and a fruit bowl filled with fancy fruits cut into slices. It was quite tasty as she tucked in and enjoyed her meal.

She wasn't too thrilled with Vilgax joining on such short notice, but she needed a few days off and her Moppets needed to let loose some steam. Vilgax was not a octopus man monster as everyone else believed, but something was just off with Vilgy. Hopefully he wouldn't drive her husband too batty.

_Venture Industries..._

Poor old Monarch was trying to call the Moppets, but Albedo's screaming was getting on his nerves "I'm trying to arch Venture, but Super Stupid Vilgax is screwing up and hooking up some, I dunno, glove onto that bad tempered boy Brock brutalized a while back. He's a total wackjob and I have no idea why the Hell he keeps whining about Ben Tennyballs or some damn thing. It's like he hates people that he finds in the phonebook. Would you believe that one person is called Tojiro...Boato? Eh, whatever! I gonna make Killerger give me my money back. Vilgax is a total nutjob and I don't want him in my cocoon" he complained over the phone, but the Moppets aren't answering, as they were looking up new ways to frighten people. Vilgax shouted "IT'S SUPER VILGAX!" over in the other room, but Albedo's screams of pain and the Monarch not really giving a hoot made it unheard, to his fury.

Still, he had to know where did Sgt Venture run off to? He always was a bit of a oddball, even during his days as Sgt Hated, but it's not like he vanished off the face of the Earth, right?

_Mr Bellman's market..._

"Ben's previous model Omnitrix was a perversion of my peaceful works, known as the Ultimate Omni Matrix, or Ultimatrix for short. It lacked important features like genetic restoration, but it had a "evolution" feature that made eight of Ben's alien forms before ten times more powerful by placing the selected DNA sample though a simulation of a all-out planet wide war for an extended period of time, about a million years or so, in what is described as a "worst case scenario"; the actual DNA is then simply modified to match the new DNA. This survival of the fittest routine explains why the evolutions are more combat-centered than their baseline forms. This has its drawbacks as well, since a few abilities are lost during the forced evolution."

"During Ben's first battle with Diagon, the Ultimatrix was badly damaged by Vilgax near the war's end, and since Ben had proven himself to be serious about his heroics, I rewarded him with the Real Omnitrix, which is the device you see on his person now."

Azmuth took a breather and went on. "But I knew that although I dislike the feature immensely, it has it purpose in saving the universe. That is why I'm installing the feature into Ben's current Omnitrix, but I have placed two limits on it that not even Master Control can override." Azmuth said sterility, as Ben was obsessed with gaining that freedom of use, even since that day he unlocked it years ago.

"What Azmuth means is that Ben can no longer go "Ultimate" in his own dimension, as a precaution. Also, with my research with the Core Switch, I was able to modify the Omnitrix to draw on power from the Zodiac constellations, with Azmuth's help of course." Emoto stated to the assembled group, as Azmuth nodded his approval.

"Ben must first befriend a person strongly and then he is able to tap into that person's Zodiac sign to evolve a alien that has been preset for that sign into its Ultimate Form. To make up for the lack of ease of its use, each Ultimate is now 15 times stronger than its base form, plus there is no longer discomfort during the transformation sequence. This should prove useful in our battle to stop your foes, one of whom Azmuth has history with" the professor went on, as Azmuth stepped in to finish their presentation.

"I banished Albedo due to his absolute madness and disregard for the works of the Gavan. The world he is now didn't take kindly to his attempts of conquering it, and he was imprisoned by the task force known as Sphinx. Additional information will be given to you as it is needed from the locals. Now then, are there any questions?" the creator of the Omnitrix asked.

Yuki was first, signing to the others that Gentaro's questions will have to wait, as much of what was said went over his head and time was important right now. "Do you believe Vilgax is trying to access a vehicle that can safety travel though space in a attempt to find allies? If that's true, then we may have a big problem on our hands, since I doubt the aliens over there are not too fond of humans." Yuki pouted, not too thrilled about the fact that Vilgax would try to contract life outside Earth's orbit in the other universe and try to sway their favor to his needs.

Yuki wanted to become a astronaut to reach the Presenters, the alien race that gave the humans of the KRC's world the Core Switch, the means of which both Astro and Zodiart Switch were reverse engineered from. She wanted to befriend them so badly that she fell in love with space and all its wonders, to the point that she considers a well designed spacecraft cuter than herself (although she's beginning to understand that she is indeed cute) While she may clash with Gentaro at times due to his lack of formal education they are close indeed, as best friends should be. She wasn't too thrilled that Azmuth agreed with her grim prediction, and she teared up a bit in regards to that.

Ran was next. " How is the security forces in this world of yours, Sgt...Venture, was it? I hope neither of them are fond of abusing their power. I cannot abide bulling, no matter who does it!" she stated. Ran was proud of the fact that she can do the right thing and used her Aikido to protect her friends from harm, no matter how big the abusers were.

But at heart she is a gentle girl, hoping that she can find someone to love and marry (not Haru, as a few at school thought. He's more like a little brother to her and he in his part thinks of her like a big sister) and with two close friends with knowledge of space, she wanted to tag along and see how activities like swimming are in a lower gravity. She was not one to sit around and wait, no sir! She was always active, whenever it was swimming, fighting or just going for a jog, Ran was not going to sit on her duff and watch TV when it was a good day out.

"If it's alright with you I would like to see how you approach oceanography in your world" the first year asked, as she loved the ocean and wished to see more of it than just the short glimpse during her battle with Ben.

Sgt Venture was all too happy to answer. "Both OSI and SPHINX are defenders of the world, little lady! We would never think of harming innocent people like yourself and I'd be glad to show you the wonders of the ocean depths of our world!" as he placed a hand on her shoulder. Ran knew he meant her no harm, but Sgt Venture learned a important lesson that day as he was thrown down(not hardly though)

You do not touch Ran Kuroki unless she wants you to touch her.

Erin was third to ask a question. "I was wondering if there's a space station around. It would make keeping track of undesirables easier and plus it would be great to see how you approach space travel in your universe!" she happily wanted to know. Erin was a pretty smart student, a elite one at that. She was the first one at her old school to know the latest news about everything space related, plus she was always one to be ready for any challenge (a fact that made other students there uncomfortable. Erin was a good person at heart, she just wasn't too fun to be with when someone or something pissed her off)

Besides, just because a alien is attacking doesn't mean you can't have some fun on the side, right?

Sgt Venture wasn't too cheerful about what he had to tell her. "There was one built by Jonas Venture, the Gargantua-1, but something brought it out of orbit and made it crash. His second son, Jonas Jr., is working on the second one at this time" as he took his hat off to give respect to those that died when it crash mysteriously(Rusty's pee got into a circuit board, causing a malfunction) "He takes breaks to visit his family and resupply. Maybe you're get to meet him at some point" Getting the chance to meet a real live astronaut from another dimension made Erin and Yuki giddy with happiness.

Rook wanted to add a important point he wish to address. " Where will our living quarters be during our stay? I highly doubt there will be reservations made out to us, and humans do not do well sleeping outside, unprotected by the elements." Sgt Venture gave him a note from Dr Orpheus that they would be staying with him and Dr Venture during their stay. "Excellent. We shall pack when we get home and be on our way." Turning to Ben he buoyantly shouted to his partner, "We're going to boggie on underground!"

"You mean 'boggie on down', Rook." Ben corrected.

JK and Tojiro shared this question, so they asked it together, JK being the main speaker and Tojiro adding bullet points to what his friend says. "Are we going to fit in at all? Fashion is something I take pride in and I don't wanna have to dress like some lame hobo just to get around." he inquired. He loved being able to express himself the way he wanted and nothing would change that fact.

"Do you guys like to rock out? Me and JK-kun don't do old man tunes" Tojiro asked, as he didn't want to put up with classical or worse, that music that Americans loved during the 50s (he shuddered at the memories of having to listen to those tunes during P.E.) "I have to get my rock on afterall. Plus, you got any good grub over there, Sarge?" he asked, as he was always hungry and he did love good food.

"I think you both are gonna love it in my world. Gary and Brock are two Sphinx members who know about food and good rock and roll, so I think you'll hit it off with them. Since we're a pretty laid back group about fashion, you'll do just fine with the duds you have on now!" Sgt Venture's statement made the tow rockers very, VERY happy indeed.

_After Gen asked his questions, which mostly involved needing to understand how things worked and if he would be able to make friends there, annoying Azmuth to no end... _

Ben punched his palm and exclaimed "All right, people! We pack up in a hour and then I going to go kick Vilgax's tush again! It's hero time in a whole new time zone!" as the others cheered him on!

_Back in Venture Industries..._

Throwing Albedo's old wristband away in a incinerator, Vilgax turned to the cloning tanks. Diagon showed him in a vision that these could be used to revive his former soldiers. Luckily he had his drones collect the dust that was Zombozo, Argreggor, DarkStar and Overlord into its own tank, he began working on bringing them back to life. Back for revenge!

Rubbing his new mechanical forearm in pain, Albedo was looking at Vilgax's handiwork. "You're lacking in both tact and manners, thought I must concede to your understanding of advanced genetics. It rivals that of what we Gavans know. "he admitted, albeit reluctantly.

Gavans suffered from severe ego problems and Albedo had it bad. Helping Vilgax load the tanks onto the Cocoon he had to ask this question or it may never be answered and that not having a question asked is taboo in Gavan culture.

"What is it with these people and the Guild that they talk about so much? I grow weary of hearing about their pointless rules and regulations" the white haired boy complained.

Viglax just shrugged and Albedo accepted that (for now, at least) and soon the four tanks were on board. Little did they know that the tanks they just stole were loaded with Hank and Dean's DNA and right now it was mixing with the DNA of Vilgax's former troops.

_Later in the day..._

Having done well for his first job here, Vilgax and Albedo were burning a message to Ben, with the Cocoon's lightning cannon( which hasn't been used since the battle with Ventronic) and it was short and to the point of their feeling for the boy:

**"NUTS TO YOU, ****BEN TENNYSON!"**

Vilgax was just about to enjoy his beer where the Order of the Triad came back for Round Two, ready for another go at it.

"Foul demon spawn, you shall never raise your master from his grave of stars and nightmares! Soon you yourself shall dwell in the land of wind and ghosts, monster!" Orpheus shouted to the heavens, forcing Vilgax to come out with Albedo to kick their butts...AGAIN.

"Are you ready sure you want to do this? I mean, look at the guy! He's got a beard made of squid parts and he's bigger than Brock Samson, and 10 times as mean! Oh, what I wouldn't do to just have this be a bad dream." the Alchemist whimpered.

However Jefferson was as combat ready as ever. "If we die, our friends can tell the world we died doing the right thing. Kicking ass and not bothering with names." a small smile forming on his face as he drew his katana from its sleeve, it blade glinted in the afternoon sunlight.

Vilgax laughed it off and stormed his way to where they were, about to finish them off once and for all when a portal opened up and out came Ben, Rook and the Kamen Rider Club!

"No!" Vilgax roared in rage. How could they get here? Why couldn't they leave him be and let him conquer, like he should be able to? Sgt Venture had the answer to that:

"I brought over your friends, Stupid Vilgax! I bet they missed you a lot" he sarcastically remarked, knowing quite well that they were his greatest foes.

Rook noticed the words burned onto the ground and thought they were a greeting for Ben. "I see the locals have planned on our coming here and wished to leave a note for us. Let me be the first to say 'Nuts to you, Ben Tennyson!" he happily said, not knowing that he insulted his partner. Ben just raised a eyebrow in annoyance about this. He'd correct Rook later. Right now it's time to stop Vilgax and Albedo!

"Wow. I know you don't take losing well, but making your new base look a Horoscope Switch? That's sad, even for you" Ben said, looking over the cocoon that floated by VI (as this happens all the time, people were there taking photos of the by now common sight.) Turning the selection screen to a alien he shouted out "I think it's time Way Big stomped down your garbage!" and soon the dial popped up and he pressed it down.

Awash in green energy Ben's body grew taller and a tad thinner, as his flesh was replaced by neon pink crystal, most of that being covered by dark purple stones, leaving his hands, forearms and face exposed. A single green eye was above his long face, as six spikes grew out from his back and two more by his pecs. On his forehead was a neon pink crystal and the Omnitrix symbol was on his chest.

"Aw great. NOW I get Chromastone!" Ben muttered, as while Chromastone was one of his best aliens, he was not the one he wanted right now. Before he could explain to Sgt Venture a lightning blast was going to hit him, but he used his energy absorbing powers to soak up the electricity.

_**"First off, it's a cocoon, numskull and second, it's mine!"**_ the Monarch corrected from a view screen, letting everyone see his form. He was getting laughed at by JK and Tojiro, but that wasn't what he was mad about. "Vilgax! What is it with these people?! From all your hooting and hollering about them, I thought they'd be bad dudes, but you just picked them from the phone book, didn't you?!"

Vilgax ignored his shouting to the best of his ability and stepped down to fight. "We shall settle this once and for all, Ben!" Spitting ink at Ben,(who was able to dodge, albeit with some disgust) he ran towards Chromastone but he was blocked by Albedo.

But he was not himself at the moment, as he was now a alien made of blue crystal, with a mighty body and armor made of the same purple stones that covered Chromastone, leaving his arms and his face exposed. Spikes were on his back and chest, as the Guild Symbol was on his chest. Red and purple eyes gleamed at Ben with utter malice.

"I always wondered if Diamondhead could defeat Chomastone. Now I get to find out!" Albedo shouted as he used Dark Diamondhead's power to summon Crystal pillars to smash Ben to the ground. "I guess I proved my theory after all" Albedo stated with a smirk on his face.

Gentaro was not going to let Albedo have his way. "Hey! If you want to fight someone, then fight a Kamen Rider!" Turning his head, Albedo had no idea who the Heck this person was.

"And why should I care who you are?" the Gavan asked rudely.

Paying him no mind Gentaro continued on. "I'm Kisaragi Gentaro! My goal is to make friends with everybody in school and you, from what I heard, are no friend to anyone! I must make you repent your ways!" as he summoned the Fourze Driver and placed the Rocket, Pen, Drill and Hammer Switches in and began his prep for transformation.

**"Three! Two! One!"**

**"Henshin!"**

When the light and stream died down there stood Kamen Rider Fourze in Base States, as both he and Yuki did the "Uchu Kita!" pose and catchphrase, leaving Albedo unsure just what was up with these people. Gwen and Kevin were bad enough and they at least seemed sane!

While he was distracted Chromastone brook free and retaliated at the cocoon, destroying the lightning cannon. Monarch swore at the top of his lungs about that.

"You take care of Vilgax! I'll deal with Albedo!" Chromastone ordered and both boys went to their respective opponents.

Yuki knew that Chromastone was at a disadvantage since Diamondhead had no energy attack for him to absorb, and she had to let him know that. "Ben-kun! Use Echo Echo to gain the upper hand!" she shouted.

"Normally I don't take requests, but since you're my friends, I'll be glad to honor your wishes! Chromastone answered, a smile on his face as he turned the dial to Echo Echo and changed into the smaller form. Echo Echo shouted out a sonic howl, damaging Dark Diamondhead's body and knocking him to the ground.

"Not-bad-huh?" the tiny Sonorosian replied, as Albedo tried to get up but the form was damaged to use right now. Cursing the fact that only 18 aliens (17 if you remember that Alien X is pretty much useless) were available to him he switched to Dark Goop, who was red in color, trying to squirt acid into Ben's mouth, but Ben was able to block it with a clone.

Meanwhile Gentaro was busy with Vilgax, as he used Rocket's Module to strike Vilgax in the chest, then used the Pen Module to lay a puddle of ink there, as Vilgax in his haste slipped on it, landing on his butt.

"I can't allow you to hurt anyone ever again, monster!" as he replaced Drill with Wheel and set up a new Limit Break.

"Rocket, On! Wheel, On!" Pressing the lever the Driver announced that it was time for a "Limit Break!"

"Rider Rolling Punch!" With the Wheel Module at max speed Fourze punched the dark ruler in the chest with Rocket, knocking him back into the cocoon, as he roared in utter fury as he was beaten again by some teenager!

_Inside..._

Vilgax crashed just a foot of so away from Dr Mrs. The Monarch as she was putting the dishes away. Her husband was nice enough to make her breakfast, and this is the least she could do for him.

"Not so easy to arch, is it?" she told Vilgax in her rocky tone of voice. Vilgax let that slide as he limped away to recover from the Limit Break. 'Curse this worthless body', he thought to himself. How he wished he had his real body back!

_Outside..._

Fourze ran inside with the KRC and Emoto as they were going to tend to the wounded with Fourze's Medical Module, leaving Albedo in Ben and Rook's hands.

Rook used the Proto Tool to make a net to try and catch Dark Goop, but he switched to Dark Big Chill, a muscled mothman with the Guild Omnitrix as a belt on his waist.

"I would love to get to know you better, but Ben has to pay me back for all the suffering he caused me!" Dark Big Chill raged as he froze Rook's legs, leaving Ben on his own. "Now it's just you and me, Ben" he growled, as he slashed at Ben with his claws. Ben tried to use Echo Echo's powers to get a edge in, but D. Big Chill's phasing ability was countering everything he had to offer.

Emoto thankfully was able to come out and get Rook to safety, as his help was needed more than his right now. Breaking him free from the ice, Rook silently thanked him and was on his way, as Emoto sprinted over to Ben's side. "Ben! Use your own Big Chill to even the odds!" he ordered the younger boy in his taskmaster tone of voice.

Ben did as he was told and went with his Big Chill, who was thinner and had green eyes compared to Albedo's red and purple ones. "I guess now's the time to use the new function, but in order for it to work, both people must have absolute faith in one another! But I have done horrible things in my life. I doubt you would trust me if you knew the truth about me." as he hung his head down in shame.

How could he live with himself, even though he fought against the Horoscopes to the best of his ability. He killed Rokuro Utahoshi, Kengo's father when he was left so jealous of him that he betrayed him and stole the Zodiart Switches, leaving him to die on the Moon.

Just then, his field of vision was replaced with white light, as the ghost of Rokuro walked over to him.

Emoto was in a state of shock! Why here, of all places? "You must be here to haunt me, old friend. I knew the day would come when I must answer for my sins. I'm sorry" as he hung his head down in shame.

But Rokuro wasn't angry at him at all. "I am at fault here too, Kuniteru-san. I should have paid more attention to your needs. Now Kengo is left without me and I fear he feels alone."

Emoto knew that that wasn't true, as he now had friends of his own, as well as a loving family (handpicked by Emoto himself) "When I found out how far Gamou would go I could no longer abide his wishes. I spent the last 17 years fighting against him from the inside and out. But I know I can never be forgiven for taking you away from the world" the professor sobbed, as he feared that his friend was here to send him to Hell. He knew that he may end up there, but not now!

"There's nothing to say, old friend. I have been watching you from beyond and I know your heart is true. Now go help your friends and put your pain behind you." Soon after Rokuro faded away, but now Emoto was free to tell Ben that he was able to help him now.

"Dude, are you OK? You kinda blacked out there for a sec." the young Plumber asked out of worry. Emoto nodded to show that he was alright and Ben only had one more thing to ask him. "How does this new Ultimate thingy work?"

"With the power of friendship, my dear boy."

Before Ben could protest such a corny line a light with the Virgo symbol came out of Emoto and into the Omnitrix Symbol. Green light flared out and cover Big Chill and when it subsided Ultimate Big Chill was on the scene! But instead of the evolved Ultimatrix symbol there was just the Virgo symbol in green where the peace sign was.

"Coooollllllll. It's great to have this guy back in the fold. Thanks, Emoto!" Ben was always polite, or at least tried to be. Emoto was pleased to see that Ben was grateful for things he got from others. He knew that he made the right choice.

Albedo was not pleased at all! "How could that fool and Azmuth recreate the Ultimate power? It is inconceivable!"

Ultimate Big Chill just smiled and said "I think you need to chill out with a nice, cold fire." as he used his plasma flames to freeze Dark Big Chill. Breaking free, Albedo tried to phase away, but U. Big Chill would have none of that nonsense. Using his own phasing power he grabbed D. Big Chill by the ankle and threw him down.

"Curse you, Ben! Why must you ruin everything for me?! I wanted nothing more to do with this backwater planet, but now I must set it ablaze to silent your worthless human mouth! Opening his mouth to attack Albedo was caught off guard by Ultimate Big Chill's speed, as he placed his hand in his mouth and froze him from the inside out. Albedo was in pain, more than he even conceived was possible, as his body reverted to normal form.

"I shall make you rue this day, Ben! When we return, I will end you!" as he was just able to board the Cocoon before it took off.

_Later..._

Albedo was fuming over his loss. How could Ben have the Ultimate Power without the Ultimatrix? How? He would have to find a equalizer to stand up to Ben and fast. This Fourze was a bother as well and the Triad would be a threat to their plans as well.

As Dr Mrs. The Monarch thanked the Monarch for her mean Albedo went to check on the tanks. Soon the new versions of Zombozo, Arggegor, Darkstar and Overlord would be born and Ben and all his friends would know the true power of Albedo! Even Vilgax will kneel to him as his master!

_Venture Industries..._

Rusty awoke to a fright as the faces of Rook, Yuki and Gentaro were looking at him. "Don't shoot! I'll give you money, just don't hurt me!" he sobbed.

"Honestly! If money is all you think is important, then you need our help more than you think." Yuki scolded Dr Venture. Her face softening after that, she calmly told him "We're here to help you. Your friend Dr Orpheus sent for us and we want to help you." Extending her hand she told him that "I'm Yuki Jojima! I wish to be friends with you!"

Gentaro was pleased to hear that. "I founded the Kamen Rider Club to help out everyone and be their friend. When a friend is happy and able to trust their own buddies, then that is the best feeling one can have!" he happily explained to the doctor."I want to be the best of buds with you, great doctor!" as he flashed him a big smile and shook him hand with much joy.

"We have much to do to clean up, so relax and let us do the work for you, Rusty" Rook politely told Dr Venture, as his Proto Tool changed to a mop to well, mop things up.

Ben, who had powered down and returned the Virgo power to Emoto was sweeping the floor, as he saw something from the corner of his eye.

"I think this must be Rusty's robot, as it was damaged during the battle. He's seen better days, but I think I can fix him up." Erin said as she picked Helper up and placed him down gently on a table.

Ran could feel something from the robot too. She wasn't totally sure, but Helper was almost...alive in a sense. Seeing him react to being treated like a person and not a machine confirmed her suppositions. Helper was self aware and he was being treated better than he had been in a long time.

"Even though he's a machine he has feelings too and emotions. He deserves better than whatever that thing was. From a piece I found he was stuck to that thing for some time now." Ran growled as she glared at the wreckage of the Walking Eye, Helper's body up until now. Helper meeped and beeped in terror, but Ran and Erin were able to calm him down with their kind faces. "Don't worry, little robot. We'll have you fixed up soon." Ran said with a smile, making Helper feel better than he did in a long time. "Erin-chan, do you think we have everything here to help out little Robot-chan?"

Erin shook her head sadly. "If there were parts, I doubt he would have been stuck on that ghastly thing for so long. We may have to build our own parts for him." But what could she do? She was knowable in robotics, but Helper was like nothing else she'd ever seen before.

"I think Grey Matter can help with that. You'd be surprised at what Gavans can cook up with the right stuff at hand!" Ben answered and changed into little Grey Matter, and got to work on Helper's new body, with Erin and Ran at his worksite, happily helping Ben out with their new friend's needs.

**Next time: see Helper's new form and how our heroes react to the world of the Venture Bros!**


	4. Ex 2: Plot Bombs are adropping!

**Disclaimer: All characters and themes are the property of their respective owners. I do not plan on making money off this fic and I shall never, EVER, do anything of the sort, with all of my fics.**

**AN: **A good friend of mine over at the RL,T forum was nice enough to review this story, but she wasn't too thrilled about having to find out who's who. Well, Skyward, I'll do a character piece on Vilgax, Monstero and our good friends, Ben and the KRC, to help out new readers and old alike!

_The Cocoon, 10:32 P.M..._

How long had it been since he was awake? For that matter, why did his face feel heavier than before? These were the two questions that were burning in the mind of **Monstroso! **The last thing he remembered, he was dying of heart failure and required a transplant, the heart used belonging to King Gorilla, as it was part of his agreement he made with the Investors to rescind his life sentence. Now he was on the Cocoon, the base of the Monarch and his henchmen are calling him...Vilgax? But why?

Rushing to a mirror he was stunned by his new look: What was once a man was now a mix of alien squid and human ,staring at him! Recoiling in terror, Monstroso tried to regain his bearings, but could not when a voice came from deep inside his mind. A voice he knew was not his.

"I see you're awake. I thought you had passed on, so I picked your body, as it was my only choice at the time." Vilgax said in his mind. Monsteroso was disgusted by this and let the voice have it.

"I should have you know that not only am I a fully licensed member of the Guild of Calamitous Intent, I am also a lawyer for the Mammoth Corporation, with a diploma for Rancor University of Global Management. You are in a great deal of legal trouble here, as the Guild frowns upon genetic restructuring, especially after what happened with two of the Guild's Councilmen, Red Mantle and Draggon. I would suggest a lawyer, and no, you cannot call upon my services." he told Vilgax, hints of disgust in his demonic voice. "Why do you care about these 'phone book people' and how were you able to use the aid of **Dr. Henry Killinger? **Last I recall, you were not a member and thus unelectable for his services. Just WHAT are you?"

With that as his prompt, Vilgax summons a burst of dark power, causing purple lightning to fall from the skies. That was the proof Monstroso needed. Vilgax was something else, and not human at all.

"If you're done with your whining, would you like to hear my tale? I promise you this, it is the reason I am forced to be in your foul body. Do you think you're the better man, simply because you smoke cigars instead of cigarettes? You're killing your lungs either way, HUMAN." Monsteroso was not pleased by his rude and mocking tone. Plus, he was a sophisticated man, with evolved tastes. With a frustrated sigh he allowed Vilgax to start telling his life story to him.

"Make it fast. I wish to learn what fate befell my beloved Mol."

Vilgax grinned with a evil glint in his eye. "You'll learn soon enough."

_Vilgax's POV..._

" I was once the ruler of my homeworld of Murray, redubbed Vilgaxia due to my benevolent rule. We were a peaceful people, with everything we could ever ask for. But then we were invaded by the beasts known as the HighBreed. With our might we fought them off, but we lost so much during that war. I knew that in order to have any peace, I must go out and conquer the entire universe."

"Five planets were destroyed and I regret to inform you that I made a black hole by accident. These incidents caused most of the universe to fear my wraith, which was what I wanted, but I found that I was no longer able to hire most organic beings, having to settle for robots. The time I was alone with them made my heart grow cold...and dark. But then I saw a light. Azmuth had made a device known as the Omnitrix, which allowed for quantum genetic reordering, letting its user become every living creature in my dimension that was cataloged in the Codon Stream. But Azmuth was a paranoid fool and sought to keep what was mine by royal right."

"By the time I was able to catch up to the Omnitrix, my body was mostly ruined and I was left with next to nothing, as the device went to the boy, Ben Tennyson, grandson of my rival, Max Tennyson. But I would not die so easily. I was rebuilt with more power than ever before, but the boy defeated me and I was stranded in space. With the aid of one other foe of his, we fought him to a standstill in the Null Void, but again he escaped me and left us there to die. My 'partner' was captured and rehabilitated, but I was able to free myself when a transport came in to drop out new prisoners."

"I tried one more time, when the Omnitrix was set to blow up the universe, but the boy was able to reach Azmuth and threw me into space, where I would have surely died if not for the aid of Pysphon, my former advisor."

"We founded a new plan, one that would work or so we thought. I relearned how to interact with people and swore to uphold Galactic Codes of Honor. I soon killed ten of the mightiest champions and drained their powers and whoever had no powers, I simply took their greatest weapons from their lifeless bodies."

"I fought the boy, now a teenager to the death, but he was able to grasp victory again. After a few failed attempts I teamed up with Albedo, a Gavan who wanted the power Ben had and paid a heavy price for his folly. But I was the one to truly suffer, as the Omnitrix was destroyed and I was trapped in my true form in a tank, which was in a circus, where the human gawked at me like I was a freak!"

"But the Flamer Keepers, a set who worshipped Diagon, a old god who was a being of power, freed me and since I resembled their god, I was able to manipulate them to the sword of Ascalon, which held Diagon's heart. I was greedy and wanted more power, and Diagon captured me and tormented me until he thought I was just another of his pawns. During my time gone, my people killed each other in a violent civil war, which redended my planet unfit to support life. When I was freed, I fought Ben until I was able to drain Diagon's body into myself, but Ben destroyed Ascalon and split Diagon's soul into three parts, one for me, which I still have, one in Elana, but that one was killed, and the last part was in Ben's little girlfriend."

"But Diagon opened my eyes to new worlds and one caught my eye: A world were humans were able to use alien technology to reverse engineer 'Switches' that allowed them to become beings of great power, the greasiest being the Horoscopes, each drawing power from a zodiac constellation. But they were missing some members and Diagon was nice enough to show me who was needed. I crossed over and after a rocky start, I was able to capture the last of their team and soon we were in my universe again."

"Ben however ruined EVERYTHING! He was able to free those I enslaved, save one of them, and took down my new Dark Horoscopes with the help of a Plumber named Manny and a warrior known as Kamen Rider Fourze. I was left at death's door after my last battle with Ben, and Elana took the time to banish my soul to your backwater universe. As is with my luck, my soul is now stuck in your body. With some help from the good doctor, I fused your DNA with my own, adding a few other creatures for good measure. But I guessed wrong when I thought you DIED!"

_Normal POV..._

"I see you may have a case here, Vilgax. You have claimed both the Omnitrix AND the aid of the Horoscopes, but Ben has denied you access to them both. Has he done anything else that could be considered illegal in your universe, Mr. Vilgax?" Vilgax was waiting for Monsteroso to ask him that!

"As a matter of fact, yes. He has destroyed not only my world by prosy, he ruined the economy of Probity's world and tried to have Vulcanus murdered by Techadon Robots. In fact I could call them both and they can share to you what Ben did to them."

Monsteroso clasped his hands together and said, "We have ourselves a case! Call everyone that has legal trouble with Ben and I think we can work something out, Vilgax. Now then, is there anything you wish to add before I am forced back into my mind?"

"See if you can't work in poetic justice, Mr. Monsteroso. Ben must suffer like never before and with your legal aid, we can rule over this world and all others! You will be immortal and FEARED!"

Vilgax was doing a bang-up job stroking Monsteroso's ego. After all, a lawyer is the same everywhere, even in other universes and these Guild members lust for power like it were water.

With a smile he said, "I believe this is the start of something beautiful, Mister Vilgax. A pleasure doing business with you." With that said and done Monsteroso's mind went back to its slumber and Vilgax went back to his living quarters, proud of the fact that given the chance, he could sell water to fish. He was THAT GOOD. Soon his warriors would be reborn and Ben and his friends, the Kamen Rider Club, would learn the folly of angering Vilgax, Conqueror of Ten Worlds!

_Venture industries..._

It took all night, but Ben, Erin and Ran were able to give Helper a new body to call his own! It was humanoid in build, with retractable roller blades in his feet, hands that were no longer sharp and overall more well built and with a runner's build to its look. Helper however kept his old faded blue color in spite of a better neon green (to the disappointment of Ben).

"Helper seems so much happier now that he can move around freely! I think we're going to do so good here, Erin-san!" Ran said in a happily satisfied tone of voice, as Helper was cheerfully beeping about the area, happy to be free of being stuck on the Walking Eye.

Erin wiped the sweat off her brow and added, "This is such a interesting world we're in. While everything is full of amazing technology, it has seen better days as these people are dysfunctional to the point where I'm surprised they can do anything!" she stated,huffing out of annoyance.

"Still, we can't let Vilgax have his way. I know that he can be...not so gentle with things sometimes. "We'll have to keep our guard up at all times if we want to make it out of here alive." Ben stated to the two girls.

But for now that could wait. They were ready to unpack and call it a day, as was Helper. When it was morning again, then they would plan out their new lives here and hope that they can stop Vilgax once and all.

_Elsewhere..._

A child with bright red hair was atop a might pterodactyl, soaring high above the skies and having a grand old time of it! Nothing could be better than this! It was like a dream!

**"Click!"**

Soon the child awoke from his happy dream, face to face with the Action Man, as he pointed a empty gun straight at his face as he muttered, "Not today, Rusty." and walked off, leaving the child alone and afraid.

_Back in reality..._

Dr Venture awoke in a fright, still soaked in terror sweat and piss, as Yuki, Rook and Gentaro looked on at the sad man.

" I believe you were having a nightmare, Dr Venture. Can I get you some warm milk, perhaps?" Rook offered. Rusty shook his hand and downed a few pills, hoping that they would do at least something to help him out.

"Let me help you up, Dr Venture. I'll take you to where the bathroom is and you can shower the grime off. Let me know if you need anything else, as the Guiding Stars are willing to serve YOUR needs!" Yuki shouted with much joy and energy, pointing at the good doctor to let him know they would help him out with anything, wherever he wanted them to or not.

"We're gonna be such cool buddies, bro! We're going to face space itself head on, as friends should do!" Gentaro shouted, as Dr Venture flinched in pain from how loud he was. Why were these people so damn loud, he wondered.

Soon he was in the bathroom, (he had more installed, after the mess the mutated Blackhearts did to his first bathroom. He may never feel safe there again) and disrobed and showered as much of the day off as he was able to.

"Why me? Why must I always fail at everything I do? And why are these people so helpful, when they know I can't pay them worth a damn!" he pondered.

_Meanwhile..._

The process was complete! Zombozo, Agreggor, Darkstar and Overlord lived again! Though they would have small traces of Hank and Dean's DNA, they were mostly the same as they were before: not mentally well at all. Vilgax left them a note filling them in on what happened. Here's what he wrote:

_"If you are reading this, it means we were unable to utilize Gamou's Switches and you were killed in action by their side effects. I had my drones collect your remains and when I was able to gain access to cloning devices, I resurrected you to serve me again. Now I know that this world has odd rules with "arching" and this may come as a shock, but I was able to get Albedo to serve me, this time he won't dare to betray me: Hidden in his Omnitrix is a bomb that will blow up when he even harms me in the slightest. I will not lose to the boy this time._

_I left a video for you all to showcase the history of the Guild and what it does. I also had new armors made out for all of you, so you didn't have to sit though it naked._

_We WILL bury Ben! And I shall rule over everything! With you by my side!_

_Vilgax."_

It didn't take long for them to suit up in their new outfits and thou they were weird looking, it was the best they could do and rolled with it.

Overlord was now clad in black armor, with blades on the arms, a rougher look to it and instead of the N on his chest, he had a Red "O" on there.

Agreggor was wearing light body armor, foghorn grey in color, with a blue blazer on.

Darkstar was no more. Thanks to the unknown DNA he was forever more Morningstar, and his outfit reflected on that fact, with a black tanktop with a gold star on it, black gloves, black pants and gold boots. His skin was healthy and his hair shined in the crappy lighting of the cocoon.

Zombozo was the same as he was before Gwen kicked his butt, though his outfit was more black and red this time.

Soon after Agreggor pressed the button and the introductory video started to play. Corny music greeted their eyes and though there was no picture, the announcer told them what they needed to know.

_Video recording. Use your corniest 1960s announcer voice for this part..._

"Welcome to the Guild of Calamitous Intent! We are a organization that oversees the operations of super villains the world over. Lead by the Sovereign, this organization is larger than all other combined! Since 1910 we have been a safe haven for those who wish to arch without all the hassle of doing things by yourself! Administering the Guild is the Counsel of 13, who are above all but the Sovereign himself.

The Guild assigns villains to "arch" people who apply for licensed aggression. And it decries the use of unlicensed arching in marketing videos. According to the Guild, unlicensed aggression can lead to disregarding of treaties, improperly matched animosity, or inappropriate behavior. Guild certification goes a long way to making someone a name brand villain.

We ask that you follow our rules to ensure progressive villainy. Failure to comply will result in revoking of your Guild membership, and we will disregard everything about your existence.

Please remember to keep our slogan in mind: The Guild Calamitous Intent is Hate You Can Trust!"

_Video ends..._

All four were dumbstruck! This was going to be harder than they first thought!

_Venture Industries..._

"Ben's Omnitrix is the latest of a series of devices designed by Azmuth himself to promote peace and understanding in all species by letting them walk a mile in each other's shoes, so to speak. It works by wirelessly connecting to the Codon Stream on Primus and rewriting the user's DNA to become the selected form. In addition it allows serves as a backup for any species that may die out due to events beyond our control."

Rook did a great job on explaining the Omnitrix to Yuki, Dr Venture and the rockers JK and Tojiro (though he failed to take note that the Omnitrix that Ben has uses DNA preset into it to trigger transformations) and all were able to understand him perfectly.

Still, Rusty was unsure about the KRC. "OK, I get Ben and his weirdness, but what you guys? What is it you do?" he asked with a leery look in his eye.

Since the Kamen Rider Club members were unsure just who would explain this to Dr Venture they let a recording left by Kengo to do the work for them.

_Recording, Kengo is speaking..._

"The Kamen Rider Club was founded to serve two proposes: to catalog the Kamen Riders and protect the world from Zodiarts. With was is left of the research center that held the Core Switch we made 40 Switches to use in defense of Earth. They are used in the Fourze Driver, and can be used to separate a Switcher from the negative Comic Energy that they soak in during Zodiart mutation. We hope that whoever finds this recording will judge us according."

_Recording ends..._

Yuki was happy that Kengo thought ahead and left that for them is case of a jam, but she was bummed out by the fact he didn't say anything about the Club's true propose: To befriend everyone that they can and help them out with life's huddles, both little and big.

But where was Gentaro, the Club's heart and soul? Loud noises tipped them in the direction of the telescope that Dr Venture Sr. used, but he was just spinning it around, having fun since he didn't know how to use it right.

Naturally, this was bugging Yuki, a huge space buff a great deal. "Gen-chan! Don't play with that! It's used to look out into space for important research and you're thinking of it as the Vomit Comet!" she scolded her friend/boyfriend.

He stopped and asked, "It's not the Vomit Comet?"

"No! Now say you're sorry to Dr Venture for messing with his stuff!"

"Oh, that damned thing's been broken for years. In fact, now that Blackheart nonsense is out in the open, I could lose my funding! You'd think turning assassins into bugs would net me the Nobel, but no! It's illegal, they said! "huff" Buncha babies if you ask me." Dr Venture's words left Gen and Yuki speechless. Taking care of this guy, this world AND Vilgax was going to be more work than they thought.

"Pizza break?" JK and Tojiro asked Rook. They knew better than to get in Gen and Yuki's way when they were upset.

Rook knew that too, as Dr Venture was being chased by the two, as they were trying to get clearer answers from him. He gave the scene one look and said, "Pizza break."

**Thanks to Skyward, who was a big help in making this story, and all others that follow, better. Thanks!**

**Next time:**

**Ben, Erin and Dr Venture are heading out to see the "sights" of Venture's world and what better place to start than Brisbyworld, homebase to Roy Brisby himself?**

**But Agreggor attacks with his regained power! Can they turn the tide, or will Agreggor get to suck more than he's ever sucked before? Find out next time!**


	5. What the buzz isn't about

**Disclaimer: All characters and themes are the property of their respective owners**

_Venture industries..._

It was that time again: breakfast, or as it once called, the most important meal of the day. Rusty was doing the best he could will how odd things have gotten, (if it were possible to taste weirdness, he would be gagging on it right now), but he was missing his father, Jonas Venture Sr. Since Jonas' death, Venture industries has declined to a shadow of its former glory, now occupying only a portion of the vast and deteriorating Venture compound, but Rusty was willing to milk what he could in order to get money. He lacked a doctorate, but he was still a doctor!

So imagine his surprise when Ben walked down to join him, at 3:00 in the morning! "I wasn't always one to have friends I could count out. Gwen and Kevin were critical of my every move and while the Kamen Rider Club likes me, they're even more dysfunctional than I thought! Arguing about how attack names sound, where and when certain Switches should be used, stuff like that! I wonder if friendship is all that it's cracked up to be!"

Dr Venture stirred his coffee and offered this 'pearl of wisdom' to Ben. "You're a lot smarter than people let on, and those friendship freaks, bronies, hippies, all those people are loons! You'd be a lot better off fighting by yourself than relying on anyone!"

Ben sipped his milk and started his speech again. "I would, but I kinda messed up a lot, so I have a partner now. Rook's cool, but he's still learning how things work around Earth. But if I had my way, I'd be a rockin' solo hero, kicking butt and taking names!" he cried out in joy.

"I'm glad to hear that, Ben. Not many people can do well on their own, so they latch onto others and pretend that they're friends. Friendship is just rubbish, my dear boy! Everyone is better off knowing that they can't rely on others all the time! I know I'd be better off if more people knew that!"

Ben was a little taken aback by what Rusty said. Could he really be right after all? Was friendship just a total croc?

That was put to rest by the anger of Gentaro, who overheard everything.

"How can you act like such a ass and call yourself a adventurer? It's true that friends fight at times, but if they're willing to look past that and work on understanding each other, then their friendship will grow stronger!" As he says this, he points out dramatically at Dr. Venture, letting him know he goofed up royally.

Rusty was not pleased that Gen was in his space, but he knew that he had a point. "Look, Mr...Fourze, was it? Most people do well on their own, but a few people, like myself, prefer to let left alone to our own devices. Your opinion is valid, but I personally don't believe in friendship myself." That earned him a glare from Gentaro, causing him to flinch out of fear. Soon Gen walked over to Ben to see if he brought any of what Rusty told him.

Thankfully to Gen's relief, Ben was feeling like a total jerkstore about even thinking that friendship was bogus. "Sorry, Gen. It's just that losing Julie was more of a blow than I'm letting myself realize, and I'm thinking crap I wouldn't dare entertain back home. I hope we can look past this." as he was sweating up a storm. Last thing he needed was a upset Fourze after his hide again.

But Gen was forgiving and Ben was under a great deal of stress. "It's cool, bro. I think having to meet like we did would cause us to doubt our bonds, but I can tell you're a damn better friend than you let yourself think." Gen said, flashing Ben a great big smile.

"Sometimes we worry that we aren't being as friendly as we would like, but that's how friendships are at times. But Gen is a great friend, even if people don't realize it at first." Yuki added, in her usual chipper mood. So Venture was a washout. So what? That was a area that the Kamen Rider Club loved working on: helping people better themselves and in turn become more understanding people as well. As chairwoman, (well, acting chairwoman. Miu knew Yuki was fit to be leader, but she needs more practice, which she is getting in spades here), Yuki was always happy to help out new friends, not only to show the Presenters she is sincere about her goals, but because it is the right thing to do, and seeing people happy was the best thing she could ask for.

Erin was just heading down, rubbing the sleep from her eyes. "That's the thing with friends: You never know what you need to improve on until you mess up, then you can work on those areas and gain better knowledge of people, and yourself." Sitting down and eating some toast, she looked over a ad for cleaning up places that really needed it. Wanting to get to know the locals here better and get out and do stuff, Erin stated, "I think this may be a good job for us, Ben. Rook is working on fixing the defense systems and the Order of the Triad has something they needed to do, so I guess it's just me, you and Rusty here!" as she got up and tried to get Rusty to go along.

"But I don't want to walk around like some doofus! I'm Rusty Venture, boy adventurer! I don't do cleaning up! " Rusty's protests were ignored, as Ben forced him up and into his bedroom to change.

"Gen-chan and I will be testing out the new Switches we got during the Cyber Vilgax attack with Ran, JK and Tojiro. You guys can go out and have some fun! Let us know how life is here, Erin-chan!" Seeing Yuki's bright smile made Erin even more determined to go out and spread the message of good cheer and friendship that was the KRC's mantra.

"Keep in mind that Ben's gotta be back in time to set up for our BBBIIIGGG concert! I want to see how you guys do stylish tunes and maybe I can get a lady or two." JK said with a grin that made Ran uncomfortable. JK was good at getting people to tell him about the latest going on, but he was a bit of a perv with women, a fact Ran didn't take to kindly too.

Pointing to herself with her thumb, Erin was ready for this! "Explorer Erin Suda shall not back down from anything! As I shall go out and befriend as many people as I can! As a Kamen Rider Club member, I can do no least than my best!" Gen and Yuki gave her V-signs to show that they were pleased with Erin's conviction! '_When you dream big, you gotta do big things to show that you really mean it'_, Erin thought.

"Alright! Let's get this show on the road! We Tennysons have space in our blood and justice running in our veins!" Soon Ben and Erin were out the door, as Rusty lumbered after them, not really giving a hoot about this.

_"Please, let them not be this way throughout the whole day!", _he prayed interiorly.

_The cocoon..._

"Let me get this straight. There is a theme park in Orange County that honors a bee, and that there is a stockpile of weapons from a guerrilla taskforce buried somewhere, correct? So why should I have to be the one chosen for this mission?"

Agregor hated everything about this: From having to salvage inferior goods, to having to tolerate Vilgax. But the worst thing was having to do this by Guild code, which meant he was only to kill Ben, and no one else.

Albedo shared his feelings on the matter. "Humans are idiotic no matter where in the mutiverse you go. To ensure your chances of success, I used Brainstorm's intellect to enhance my own to build four devices that will allow you to draw on your deepest animus. In your case you should, in theory, be able to regain your Ultimate Form."

Agreggor smiled after hearing this. "I will be glad to test out your device, young Gavan. Nothing Ventured, Nothing Gained.", causing the Monarch to roll his eyes, annoyed that he was using a catchphrase of his rival, Dr Venture. (For his part, Rusty finds it corny too, but Monarch and the general public don't know that.)

Placing the device, which looked like a circular plate with the Monarch's logo on it onto his chest, Agreggor went on his way. "The sooner this was done, the better." he growled, not really thrilled about doing this. How stupid are these humans?

_Five hours later..._

Rusty just wanted to get this done ASAP. A simple run in, run out job, that sort of thinking. The thing that Brock Samson, his old bodyguard excelled him. (apart from killing, being a better parent than himself,and being overall a damn good secret agent.)

But Rusty would have no such luck. Ben and Erin were now at Brisbyland, a place Dr Venture did not want to be back in, but since they had to be here as part of the job, he had no choice in the matter. Mr. Brisby was...not completely well during his last visit and this place was home to some bad memories.

However, Ben and Erin were having the time of their life here, as after Brisby died (or so the rumors say), the whole park got a total makeover, bringing it into the 21st Century. Now there was all manner of fun rides, food stands that had somewhat reasonable prices, (then again, what theme park DOESN'T overcharge their customers? They have to make a living somehow), and little odds and ends here and there, most with a bee motive.

Of course Ben and Erin were playing around, as the only job was just cleanup, which didn't take too long to finish, so they took to doing a skit about a queen bee and her loyal drone, Erin being clad in a queen's crown and cape, and Ben using his Stinkfly form, (Dr Venture HATED how badly Stinkfly smells), as they pretended to be bees, driving the doctor up the wall.

"BZZ! Our hive needs pollen to make honey for our babies! Go and collect it for uzzz!" Erin said in a buzzing voice.

Stinkfly saluted and told her, "Your wish is my command, your highnezzzz!" and he went about flying everywhere, as children gawked at the sight, a giant fly was talking and doing all sorts of cool stunts for the park goers! The people were cheering Ben and Erin's performance, but Dr Venture rolled his eyes.

"I'm glad you're taking the saying, 'busy as bees' to heart, but acting like them is just weird, even for you two." he deadpanned, as Ben and Erin were busy letting some children go on stage and be bees too. Rusty then got up to use the bathroom, (to get away from them, not out of real need) and started counting down until they had to get onboard the X-1 and fly home, away from this place. Why bees were picked over a better animal, he'd never know!

_A hour or so later..._

It was nine or close to it, as the three were about to go in and look around the compound, hoping to find any evidence of Roy Brisby's cloning experiments, (Dr Venture wanted to wash his hands of that crappy day and this was the perfect chance to do so, though his two partners were in the dark about that factoid), but pretty much everything was taken away by O.S.I.

Dr Venture hated having to spend time here, as being in a place founded by the loon who made him test run the rides here made it so he could never enjoy this place. Just as they were about to call it good here Erin found a sign there. A sign that hit closer to home than she would like it to.

It was one of those old, corny 1950s ads that hyped space travel, (Erin and Yuki had a collection of those types of ads back home), but what is said shook her to her core:

"Space Travel: A way for kids to live up to their fathers!"

The very reason Erin wanted to go to space was to make her dad proud, and so far, no luck on that! It was hard for her to deal with, as she soon was pouring her heart out.

"I really wanted to become a astronaut, but I lost sight of my dreams. In addition, I never really fit in with anyone over at my old school. I tried to be friends with them, but they weren't thrilled by how fond of space I was. Add in my temper issues and I was pretty much alone my high school life until I lucked out and transferred to a new school. But I was bitter and lashed out at people I thought weren't serious about their dreams, but as it turned out, they were. I was close to being alone again, until I met Yuki. With her help I was able to open up and learned how to mix business with pleasure, making my life so much better!

But, I am a creature of habit. As a Aquarius, I tend to focus on matters of a personal business, annoying some of my old school mates there to no end. A few even went as far as to say, 'Why aren't you a Gemini instead? You'd be more fun if you were!' and that hurt a lot, knowing that just how I was born was not in a way that others wished of me. I do love to have fun and make people happy, it's just when there's stuff that needs to be done, I want it done right!

Sure, I'm beautiful, smart and talented, but I wonder if people would like me more if I wasn't myself. That I was the girl they want me to be for them." Erin soon hung her head down, as this was not something she wanted to bring up, but it had to let out and she knew that.

Ben was upset about how much she was beating herself over this. "Look, kids in high school can be jerks. I know that all too well. But you can't let how a few people think of you determine your whole life! You're more than beautiful, you're driven, creative, friendly and willing to speak your mind on anything! I know that's true and you know it too!"

Erin was touched by how much Ben cared for her. "Thank you, Ben. I needed that. I shouldn't dwell in the past so much, but when you live in it so long, you lose sight of the future, and what really matters in this life. Yuki and the others are so kind and caring, not just to me, but to everyone! I know that being a astronaut for my father's sake is foolish if I don't do it for myself as well. I shall reinvent myself as the girl who goes beyond the heavens, and reach out to those who need a friend!" Ben was pleased to hear that, as Erin hugged him tightly, their bond closer than ever before!

Rusty couldn't care less, however. "If you're done making people want to ship you two, then can we go now?! I hate it here and I think I'm out of suntan lotion. Plus those guys in the Busy Bee costumes creep me out!" he whined.

But he was ignored, as Ben and Erin were watching the rides go by, happy that they were closer.

_Meanwhile..._

Agreggor was not happy at all! Vilgax made him come here to this stupid park to collect any weaponry that the Orange Country Liberation Front left behind, but there was nothing there! He was about to go back to the cocoon, when a memory popped up in his head. One he knew was not his.

_It was a fine day, as Hank wanted to see if his Batman costume could glide as his hero's could. It did not, as he fell to his death..._

Agreggor shuddered at the thought that was in his mind, angry that such a stupid thought was there in the first place! Sucking a lemon to try and drive the offending thought out,(it wasn't working, to his anger), when he caught sight of our three lovable heroes!

"Tennyson." he growled. "How dare you even think to show your face around me, after your hatchling friend brought great shame to my people. Now i shall repay you in full for all the pain and suffering you caused me!" His staff,( which Vilgax was nice enough to keep on hand for him), was soon in his hands, as he readied himself for battle. No. Revenge would be more fitting for this occasion!

As power crackled in Agreggor's weapon, Dr Venture, out of habit, pressed a button that signaled whoever was at the Venture Compound. Hopefully, it wouldn't be Gentaro.

_Venture Industries..._

So far, the Rider Switches were running beautifully! Everyone was pleased that they worked so well, and that the Club had something to show their love for their heroes, when a call buzzed in. Helper answered it by pushing a button, showing Dr Venture losing his cool, as Agreggor was closing in on him. Ben was able to get Erin to evacuate everyone there, but it was going to take time!

"My friends are in trouble! I gotta save them!" Gentaro wasted no time and put the Cosmic, Smoke, Water, and OOO Switches into his Fourze Driver. Before he could transform, Yuki ran up to him. "Gen-chan! I want to say something to you before you go!"

"What is it, Yuki-chan?"

"Good Luck!" She then kissed him, which he liked a lot, as did Yuki as well, Walking back to a safe distance, she allowed Gen to finish what he needed to do.

**"3! 2! 1!" "Henshin!"**

Soon Gen was in his Base States suit, but that wasn't going to cut it with Agreggor. He pushed the Cosmic Switch down to activate it, and pressed the red button, causing the other main 40 Switches to form the Cosmic States armor. Opening a portal with his Barazin Sword, he was about to head out, when Sgt. Venture ran into the room with a bit of TP on his foot.

"The doc's in trouble! You gotta take me with ya!" Fourze wasn't one to deny a request from a friend, so he allowed Sgt. Venture to tag along, as he was wearing a suit that, in theory, allow someone to travel at warp speeds safety. The both of them jumped in, hoping that they were not too late.

_Brisbyland, Orange Country..._

"It's too late for you, Ben!" Agreggor snarled as he swung his blade at Ben's head, but the Omnitrix wielder dodge rolled from the killing strike and went with ArmorDrillo.

"I made a promise to your victims that I would use the power they gave me to stop you. I wasn't able to do that, but thanks to my new friends, I learned that friendship is something worth fighting for! I will live up to what I mean to the peoples of the universe now now!" ArmorDrillo roared out as he hit Agreggor in the chest with a drill, knocking him back a ways.

Agreggor was pleased that his armor was holding up, as he jumpkicked Ben in the face, stunning him, but Agregor was blasted by Fourze's Water Module and Sgt Venture's bazooka. His face twisted in a ugly scowl he raged out this threatening question at them:

"HOW DARE YOU INTERFERE WITH ME, FOOLS?"

"Because you were trying to hurt my friends, monster! I cannot abide that you be allowed to go on!" Fourze crouched down and went up with arms upheld, as he shouted "Uchuu Kita!" Sgt Venture joined him on his cheer, but Rusty was not pleased by this.

"I'm not paying you to goof off, Sgt! Keep that Hot Topic wannabe from my person!" Sgt. Venture saluted to show that he was going to follow his order, no matter what happens!

Agreggor was on the move, slashing at Fourze and ArmorDrillo any chance he got, running away from them before he could be stuck. After about two turns of that, Fourze used his Smoke Module to blind Agreggor, allowing ArmorDrillo to slam his fist down on the ground hard, causing the murderer to fall down hard onto a lower floor.

Jumping down and switching to Wrap Star, Ben weaved his way around Argreggor, hitting him with anything that he was able to pick up with Wrap Star's powers. Fourze and Sgt. Venture joined them, as Fourze sucked up Agreggor's desire with the OOO Module, but he was stunned by how much it was picking up!

"You're...You're evil! Not even a Horoscope is this cruel!" Fourze was terrified by how much evil desire Agreggor had in him. Not wanting to put up with the clicking of Cell Medals anymore, he shot them all back at Agreggor, hurting him a good deal. Sgt Venture followed up with a strong right hook that caught Agreggor's chin, making one of his teeth fall out of his mouth.

Agreggor was not going to let that slide, as he stabbed Sgt. Venture in the foot, causing him to cry like a little baby, as he called out for Princess Tinyfeet, his wife, to come and kiss his boo boo away. Agreggor closed his eyes in disgust, not wanting to see the sad, sad sight of a grown man crying like a baby.

Of course, he knew better than to take his mind off of a battle, and Fourze knew that this was a perfect time for a Limit Break. Replacing Water with Hopping, he then selected Claw and Elec with the Switching Lung and prepped his finishing attack.

"Claw, On! Elec, On! Hopping, ON! _Limit Break!"_

"Rider Diving Shock Claw!" It was not a very good name for this attack, but it had to do. (for now.) As he leapt into the air with the Hopping Module, he placed his free foot on the ceiling and pushed his way down to Agreggor, slicing him with a electric Claw swipe, which hurt the former seeker of the Map of Infinity a lot.

But he was not done yet. He was injured, but he had one trick left up his sleeve!

"My resurrection gave me back the power that the hatchling stole from me! Now, bear witness to the true power of the Osmosians!" as his body glowed with a reddish light. When it died down, what stood before them was something that Ben was horrified to see: Ultimate Agreggor!

His legs were Bivalvan's (Water Hazard's donor), his chest was Galapagus' (Terraspin's donor), but without the shell, his arms were Andreas's,(ArmorDrillo's donor) with clawed hands, his face and head were the same genetic material as Ra'ad's body (AmpFibian's donor) and his neck was the same metal as P'andor's suit. (P'andor being the donor of NRG's DNA, if one could call it that) He had all their powers at full strength, unlike what normally happens with Osmosians when they drain powers away from a "donor" and on his chest in the center was Albedo's device, making him look like a Omnitrix alien gone wrong.

He was, in short, the stuff of nightmares. Ben knew he stood no chance, but at least he had to try!

"It's hero time!" While his bravo was failing him, Ben switched from Wrap Star to Water Hazard and blasted him with a gush of water from his palms. U. Agreggor responded with his own, causing the two to be deadlocked in a stalemate, neither side gaining any ground. No quarter was asked for and none was given, as the two fought on for a good minute or so.

Fourze was growing bored of this. "AAAWWWW! I want to join in!" Before Ben could warn him, Fourze leapt into battle, trying to hit Ultimate Agreggor with the OOO Module, but U. Agreggor shot him down with P'andor's heat beams, then before he could hit the ground, he punched the ground below and made both Gen and Sgt. Venture fall down onto the ground below them. (In a bit of sad irony, they broke what little weaponry the OCLF left behind.)

"Now it's just you and me, Ben. I'll leave you copse presentable to your family." Agreggor said, hints of malice in his voice.

"You're the only one that's gonna need a funeral, sucker!" Water Hazard took a risk and punched Agreggor in the face. As he expected, no effect. "Aw, man! This is gonna suck!"

"Indeed!" Taking it to a whole new level, Agreggor blew Ben outside with a fiery whirlwind, slamming Water Hazard onto the ferris wheel. Being that Roy Brisby was cheap, the old ferris wheel rolled from its mountings, crushing Roy's old mansion in a bit of poetic justice.

Forcing himself up with his water jets at full power, Water Hazard hovered over to stable ground, but this was not going well for him. If the Omnitrix didn't time out, Agreggor would kill him right here and now. 'Damned if you do and damned if you don't. What a way to go!' he thought bitterly to himself.

But luck was on his side for once. Erin had mangled to save everyone there and saw that Ben was not doing so hot right now, as Fourze and Sgt. Venture limped over to her side, too injured to help right now.

"Ben! Hang on! I'm going to help you!" With their hearts both set on stopping Agreggor, the Aquarius power came out of Erin's body and went into the Omnitrix symbol, causing a new power to come forth.

Now Ben was about a foot taller, spikier and pink in color. A second face formed on his chest, with the Aquarius symbol where the peace sign was before.

"Ultimate Water Hazard!"

"Whoa! Didn't know Ben could do that! How cool is that?" Sgt. Venture cried out.

Erin placed her hands on her hips and told him, "Ben's one of a kind, all right! From what Emoto told me, Ultimate Water Hazard loses a bit of mobility, but he gains stronger water attacks and armor, plus the ability to liquefy himself, should the need arise. He is the embodiment of Aquarius, as Ultimate Big Chill is the one for Virgo." She smiled after saying that, as to be honest, this has been a cool day! Theme parks and a new alien to talk about: It was the sort of thing Erin only dreamed of, until now!

But Rusty knew the dark secret of Brisbyland: that it was once Orange County, until Roy had it bulldozed and had this crappy park put in its place. The residents of Orange County, angry about losing their homes, formed a group known as the Orange County Liberation Front and attacked the park, though Brock was able to stop both them and Brisby.

How he wished Brock were here now!

_Meanwhile..._

Ultimate Agreggor shot a blast of water at Ultimate Water Hazard, but U. Water Hazard went to his liquid form and gushed over to Agreggor, solidifying and upper cutting his opponent over the edge, or so he thought.

"It matters not what form you take, boy! I will win this time!" as Agreggor spun around on a pole, then when he was spinning fast enough let go and kicked Ben in the chest, though his armor buffered most of the damage.

To both of their surprises, U. Water Hazard's shoulder pads opened up and healing water came out of them, fixing the damage done to Ben's chest. "Cool! I can see why Azmuth doesn't want me screwing with this feature! I may be tempted to never use the normal form again!"

Agreggor was really ticked out now! "You can gloat to yourself later about how much you love your Omnitrix! I will not allow you to take victory from me!" as he flew towards U. Water Hazard, while ablaze with fire and electricity.

Ben rubbed his head as if trying to soothe a headache and told Agreggor, "I may never understand why people like you never SHUT UP!", then when Agreggor was close enough punched though his chest and unleashed a water blast that tore away part of his back, though there was no blood, no pain, not even a tear from Agreggor.

He just smiled about his appending death and told Ben this: "You were lucky the first time we fought, graceful during our second fight, and now I'm proud to say you earned this victory over me. I shall go on knowing that I died fighting a great rival, as all Osmosian warriors wish! Farewell, Ben Tennyson!"

Soon his body became dust and then that dust faded away to nothingness, as the Aquarius power went back to Erin and Ben changed back to human form.

Erin was stunned that Agreggor was gone for good, but more importantly she was pleased with Ben. "You did well out there, Ben-san! You are a great space hero!" she cried out, as she jumped up and down in a victory cheer, Gen and Sgt Venture joining her as well.

Ben just rubbed his head and laughed with them, but Rusty was just about ready to leave. "We did what we needed to do, now can we just go now? The least I see of this place, the better off I'll be"

Soon, Ben and Erin took one last look at Brisbyland, hoping that maybe someday, they could go back to this place. Rusty did not share their viewpoint, but kept silent all the way back to the Venture Compound.

_Deep underground..._

Roy Brisby was proud of the fact that honey didn't seem to rot and that it could be used to preserve his body until a cure for his condition was found. He would wait until the time was right and then he would come back and take his rightful place, as a great mind that lorded over all! It was easy to fake his death, as he already looked dead, and with a idea he stole from "Sherlock Homes in the 22nd Century" stored his body in honey until society advanced enough to help him.

_1000 Years later..._

Roy was found and restored, but he soon wished he hadn't! Horrible creatures were looking at the ruins of Brisbyland and found his body by accident. Worse, they wanted him for...spare parts.

Oh, how he wished he never made a bee as his main character, as his captors were...bees.

_Alien Bees._

_**Next time: JK and Tojiro are trying to get their rock and roll on, but Rusty's half son has plans of his own! Making matters more complex, Zombozo is trying to steal...a brain? But why?**_

_**See you then!**_


	6. To suck more than ever before!

**Disclaimer: All characters and themes are the property of their respective owners**

Dermott Fictel was on his way to the Venture Compound, where he had planned a "gig" to celebrate Shallow Gravy's first completed song, "Jacket". He was a husky boy, with long shaggy blonde hair, old jeans, a army jacket with a eagle on his right side, and a face that says, "I'm not like the goody, goody boy band boys." He prided himself on his ability to rock, and if these posers try to stop him, well, he can always call in his dad, Brock Samson.

Little did he know that Brock is not his dad, that he is really the half son of Rusty Venture, who fathered him when his mother when she was only 15, though he had to give him up when his grandmother threaded him with revealing to the public that he violated statutory law. That he was in reality, another of Rusty's failures in life.

But he knew not of this, and so kept his mind on one goal: Rocking Out!

_Venture industries..._

It was too quiet in the compound for Ben's liking. Gen and Rook were there, as was JK and Tojiro, but Yuki, Erin and Ran were out with Dr Orpheus on a errand, which was as boring as it sounds: going around and hyping Dr Venture's inventions so they could make the money needed to pay off the damages and other needs for the compound. (Dr Venture wanted the girls to walk around in bikinis, but Orpheus and the girls put their feet down on that idea.)

Also, the Alchemist was out doing some shopping, as with all these people they needed a lot of food and other gear they'll need, like TP.

"I'm so bored! You'd think Vilgax would be more active than this!" Ben yawned out, trying to stay awake.

Tojiro grunted at Ben, not pleased that he was keeping him from his muse. " If you want somethin' to do, then why not put your trap to good use in helpin' us with our song! I think if me and JK have improved as much as you guys say we have, then we're gonna blow everyone outta the water!" It was true that the two have gotten better, though they were still a good ways away from being really good. That sort of thing takes time, and Tojiro did not like having to spend it on making sure their music was well, listenable.

"C'mon, Toji-kun! We got flair, style and most importantly, the will to rock on out! With my street smarts and your creative mojo, we'll be the biggest thing since Mint Jam!" JK told his friend. He was getting antsy too, but he knew not to let the others know about that. A social chameleon like himself has to be cool at any moment's notice.

Jefferson stopped sharpening his sword to talk to the three boys. "Maybe it'll do you some good to get out and do something OTHER than lounging about like a pack of sloths!" he offered with a curt tone of voice. This has been going on for some time now and he was sick and tired of it.

"I believe that Jefferson's idea is out best opinion here. No point in hanging in orbit if there's something to do. Plus, I wish to sample the local cuisine, as there's a delicious cicada recipe that I want to try." Rook said with a smile on his face, though the look of horror on Gen's face was far from happiness as one could get. Cicadas scared the crap out of him and Rook wanted to eat them? That was too much scary stuff for him.

But things got worse when a head fell onto his lap, making him scream like a little girl, or Sgt. Venture, who screamed and fainted at the sight. Ben went over to see what it was and froze in horror at who it was.

It was Rex, his friend from the other universe. One of his Goggle Girl goggle lenses were cracked and his mouth was agape in sheer terror. Ben tried to keep from vomiting, but failed and threw up all over the floor, to Twilight's disgust.

"Oh, grandma, How could you do this?" Ben sobbed. Rex was a close friend of his and here he was, or what was left of him, dead as a doorbell.

But soon Dermott and Verdona were right there, the later looking depressed. Ben gave her the benefit of the doubt and let her go first.

"I was only going to scold these people, but by the time I got over there, everything was in ruins. A woman was there, but she defeated me with no trouble at all. That head that was your friend, that was the only thing that was left. I'm so sorry about this, Benny dear." Ben forgave her for lashing out like she did during Vilgax's attack and soon the two were a family again, shaking hands to seal the deal.

"I was just on my way here to see my dad, when this old chick came by and asked if I wanted a ride. So I said yes and just like that, I was here in a pink flash of light! Weirdness, right? Sorry 'bout you bro biting it like that." From how Dermott talked, Ben could tell he was one who didn't really follow the rules. He would have to keep a eye peeled for anything he might have planed.

Calming down, Verdona asked if Ben wanted Gwen and Kevin to come over, but he polity declined, saying that they have their lives to live and he had a job to do. With that out of the way, Verdona went back home, leaving Ben to reflect on what happened.

"First things first, we gotta deal with Vilgax and then figure out how to get you guys back home. Then I'm gunning for whoever did this to Rex!" Ben boldly declared as he punched his fist in the palm of his free hand. The others nodded to let him know they were behind him 100 percent.

_The cocoon..._

"What the hell were you thinking with that crap, Albedo? We lost that horned guy before I could get him into the Guild database! For your sake, these little ash coasters better work right this time!"

Wiping Monarch's spit from his face, Albedo went on: "First off, their DNA was badly damaged during their time as 'Zodiarts', so I highly doubt your feeble machines have the means to fully fix them. Also, try not to spray your fluids at those you wish to speak with, your simpleton!" Albedo struck a nerve with Monarch and although he wanted to kill him right there and now, he went off to calm down, leaving Albedo alone with Dr. Mrs. The Monarch.

"The Guild has rules that everyone has to follow. You don't play by their rules, they can get very nasty, and I mean legal trouble like you wouldn't believe." With that, she left, and Albedo was alone to ponder how in the universe is he going to stop Ben and these friends of his?

_Elsewhere in the cocoon..._

The three remaining clones were in dire spirits. With the final passing of Argreggor, they had to, as some people whom put it, put their money where their mouths are.

Vilgax, with the aid of Monsteroso, had set up patrols around the Venture compound and they had come back to report something was abuzz there.

"Sir, we've located a DNA source not from any of the known universes you've told us about. Shall we set up a retrieval mission to collect it?" Henchman #451 asked. From what the scanner had told him, there was nanotech in the head that could change the course of history in his world, and without Henchman #21 to buffer the stupidity of the others, he was the one to lead the entire team, which was far more stressful than it sounds.

Vilgax didn't really know how this nanotech will work, but he knew that he had to have it! "Take Zombozo and a squadron of your best men to collect this for me. If Ben is there on site, then show no mercy." With his orders stated the henchmen saluted the alien ruler and were on their way, but Zombozo had something to ask.

"Ben's been...difficult lately. If Albedo had a device on hand that may help me out with this little errand, then by all means give it to me." he said, a look of hunger in his eyes that would frighten small children. Or cowards.

Albedo groaned outloud at Zombozo's remark, but gave him one anyway. "These devices, as you call them, are the product of my research on the Ultimatrix. I have designated them as " EVO Disks". When used, they evolve the user into a stronger form, but due to the lack of quality in this horrible world, the results are unpredictable at best. In your case you should become more akin to a vampire than ever before, but use that form with caution, as you will have increased photosensitivity. But I doubt you will care about that fact, now will you?"

"No, I will not."

Albedo facepalmed and ordered him to "Just go, already. Get the head and come back, and leave me alone to my thoughts."

With that said and done, Zombozo left to go look for this 'magic head'. When and if he got back to HIS world, he would bring about a new era of pain for the Plumbers...

_Venture Compound..._

Despite the whole drama of Rex's head, there was something that needed to be done: A contest to see who will be going to see Jonas Venture Jr's new space station. 'I'm impressed that he got in done in the time he had to finish it. Guess my little brother is a real talent with these matters.' Dr Venture thought.

To think that Jonas Jr. was living, INSIDE him, for most of his life, soaking up all the knowledge that he was able to, when he was finally able to free himself and start his life as a free man. (Well, after he tried to kill him and Brock stopped him. But he's doing MUCH better now.)

This contest was to write a song that symbolize the wonders of space. If anything, winning this will be a two-fold victory for Rusty: It meant going over and seeing how much Jonas takes after their father, and getting a base set up to plan against Vilgax. Yuki and Erin getting to go on a space station was a sweet bonus, as having people be happy with meant that he would have more time to relax and not have them bug him about that all the time.

But, although JK and Tojiro are quite good, he knew Dermott had more experience with music, with a hit single out and a full album coming when Hank came back, as he was 1/3 of Shallow Gravy. If Dermott won, it would mean that not only would he lose again, (which was nothing new to him by now) it meant that Vilgax would get there first and they would lose a advantage.

Rusty knew that JK and Tojiro were practicing when they were able to get around to it, but while their music was catchy, it was not as well made as Dermott's. At least, that what he thought, as he hasn't really know them that long.

Ben and Rook were with him now, as was Gen and Jefferson. They were hoping that the two rockers were up to the task.

But Tojiro wasn't fully focusing on the task at hand. Ben guessed that something was not going right and so he stepped in, hoping to get to the bottom of this.

"Take it from a guy who slacks off during school hours, you're not giving it your all, dude. Care to fill us in about it?"

Tojiro did not respond to Ben's question.

"Let me guess: Homesick? Lovesick? Just plain sick? Or is it that you miss being a goat-"

That last remark earned him a solid decking from the former Capricorn Horoscope, fury flaring in his eyes. "Of course I miss the power! I know it was wrong to even want it, but I was struck with writer's block for, like, forever man! I wanted to rock on, but I just couldn't. That's when that weirdo Libra gave me a Switch, letting me become the Lyra Zodiart. But even that wasn't enough to help me out!

Then, your octopus attacked me and my buds and told me that I could grow even stronger than I was before! I felt bad for the girls, being forced into doing such a crappy thing, but Yuta I think wanted the power more than I did. I found out that I was able to surpass Last One to reach the level of Horoscope, the highest level, Ben! But although Capricorn could rock out like I wished I was able to, I knew in my heart that it was all a lie! But I kept out lying to myself and held onto it like my life depended on it! That old man, Emoto knew that I was on a slippery slope to being a monster, both inside and out, so when Vilgax played his real hand, he saved me, both from dying at his hands, and from myself.

I've been trying so damn hard to get better, and Kami-sama knows it too, but deep down I miss being a Zodiart, and the worst part of it is, that the negative Cosmic Energy that went into us, it's like nicotine: once it gets in your system, you always have those cravings."

Tojiro fell onto his knees and sobbed, having let this out after so long. "I just want to be normal again, Dudes. I should have never picked up that Switch and let things go this far!" With that said and done, Tojiro cried up a storm.

Ben went over and placed a hand onto his shoulder. "I've dealt with temptation before. It's not fun, believe me, but thanks to my friends I got past that point in my life and now I have a new Omnitrix, people actuality like me for me, and best of all, I have friends like you, always willing to help everyone out, no matter what!

Sure, you're going though withdraw, but Azmuth warned me about that happening. But call me crazy, and I'm not totally sure about this, but by befriending you guys strongly enough, not only do I unlock a new Ultimate Form, but I gain something even more valuable. I gain trust from my friends, and that is something that I know now to treasure forever!"

Rusty was gagging over Ben's speech, but Gentaro was bawling over how touching this was.

"You're right, Ben-san. Friendship is the power to overcome everything that sucks in life, and helps us get past the hardships of life. You were the one that helped Emoto and Erin get past the last parts of Zodiart recovery and made them human again, in body, mind and spirit. If I am ever unable to use the Fourze Driver, then I want you to have it until I am able to don it again. You are one of the best friends I ever asked for."

Ben was happy that Gen was agreeing with him, but all this emotion was too much for him! But JK was there to help and he was glad for his aid.

"Toji-san is not one to spill his guts like this. I'm guessing that you were able to let him see the real him, and that's what letting you gain these Ultimate dudes. Emoto knew that there's something about you, something that allows you to see past the crap and look into the real people behind their reps. You may even be more of a social chameleon that I am!

Ben laughed good naturally and turned into ChamAlien. "If you think I'm a good chameleon, then you gotta see me as a dinosaur!" the Merlinisapien chucked.

"Ben is not quite the way he is from the class I took about him, but I must admit he is better than the books say about him." Rook honestly admitted.

Soon Ben, JK, Gen and Tojiro were having a manly hug, as Rook watched on. Rusty tried to leave, but Emoto stopped him from doing so.

"It would do you a world of good to learn from these children how to treat your fellow man better." the professor told him, a harsh glare coming from his eyes. Even without his Virgo Switch, he was still able to bring fear into the hearts of lesser men.

Rusty knew that he goofed up again and changed the subject. "Now that Tojiro's out of his funk, we need to make this show the best damn one ever! I won't let my brother overshadow me like my father did!" His words brought forth a fire that let the younger boys go into the planning of a kickass new song, as they left to go let JK and Tojiro practice until they got it right.

Jefferson, who was quiet until now, quipped, "I think you suck more than a vampire, and they suck pretty bad." before he headed out to get some Nip-L-Lips.

_Later, during the evening..._

It was a full house, so to speak, on the Venture Compound lawn. Stands for tacky souvenirs, food, and clothing were all around, and there was at least 24 Port-a-Potties on site. (Rusty would have a field day if any of the concert goers went into his house and used his bathrooms!)

Most of the people there were dressed in various forms of Goth, Rocker, Punk and Metalhead. Bright lights shined from a stage that Ben built as Grey Matter, and it was awesome indeed, with the latest in speakers and other concert stuff, enhanced by Gavan ingenuity. Grey Matter had changed a great deal, now wearing a green jumpsuit with a black belt, black fingerless gloves with green markings on them, the head stripe was gone and his Omnitrix was on his chest.

Ben had gone back to Gavan Mk 2 to see if Feedback, Jetray and Fasttrack could be unlocked again, but Azmuth told him that it would take time to regain use of those forms. He wasn't angry about that, as he understood that there was going to be sacrifices made to save the world, and the DNA of those species was still safe and sound in the Codon Stream. Ben and Azmuth took the time the later had available to tweak a few other aliens to better suit Ben, Grey Matter being the first.

Wildvine now wore a black shirt with green highlights on it, Stinkfly had his outfit changed to a black and green color scheme and NRG gained a few bolts to his design.

A loud shout from Dermott brought Grey Matter back to reality and the fact that if JK and Tojiro lost this contest-concert, then they could kiss their chances of stopping Vilgax goodbye.

"Thank you, party people! I hope you're here to rock the Heck out! Now, this whole gig was set up by a really cool dude, Jonas Venture JR. He knows that music is the lifeblood of this great nation and I wanna let you guys know that my dad kicks monster ass! Brock Samson, if you're watching this, you're the coolest dad EVER!"

_Elsewhere..._

A man with a blond mane of hair and a brown and gold jumpsuit was watching and groaned at what Dermott said. He knew that he was not the father and pretty much everyone else knew that too, but the poor boy still held onto hope that his dad wasn't a total washout.

"Aw, kid, one of these days you gotta learn that I ain't your daddy." Brock grumbled as he drank his beer.

_Venture Compound..._

Dermott was doing a damn good job at hyping the audience up for his song. He had them in the palm of his hand, and he was ready and willing to get his rock on!

"Here's a song that says a lot about space! This song is called, 'Space Death Orgy of Madness'!

The song that Dermott was singing was as violent and tasteless at you would expect a song written by a homeschooled boy to sound like. It was mostly grunting and shouting, with loud rock guitars blaring from the stage, but the people were eating it up like it was a masterpiece! (Then again, a lot of these people are ether drunk, stoned, were fans of crappy music to begin with, or a combination of those three factors.)

It went on for seven and a half minutes. By the time he was done, Ben was holding his ears in pain, as Dermott sucked. I know as a writer I'm not to pick sides, but Dermott just sucked so badly!

Rubbing his earlobes to try and get his bearings, Ben was forced to sit down so he could recover. "Hey Gen, I think Dermott is louder than you. Man, that guy's not a musician that my grandpa would like, and he's pretty mellow about these sorts of things."

But Gen was crying up a storm, the song upsetting him more than it did Ben. "How on Earth could that be music? It was full of rage and pain! Music is a force that lightens our souls and heals our hearts. What Dermott performed was nothing of the sort!" the Rider bawled.

Dermott flatout didn't care what Ben and Gen thought of his 'song'. "You are a total sissy baby and your geeky friend in the black shirt is a total wuss. I guess you're not into heavy metal after all." he sneered.

Rook rushed to the boys' defenses. "Ben is quite found of 'hard rock' and other jaundras as well, but you are lacking in talent, my friend. As for Gentaro, he is more into softer music than other boys his age. In closing, you are a total riptide." Dermott knew he meant 'total washout' but didn't bother to correct him on that.

"Whatever, man! I'm outta here!" Dermott stormed out, not pleased that his music was not to their liking. "I have a record deal! I'm not some poser!"

"Oh, I think you pose quite well, my dear boy. In fact, I wonder how well you do fear."

Looking up, Ben and Gen saw that Zombozo was back! Hanging from the top of the stage, he looked even more horrible than before, as his mouth was full...of blood.

"I'm sorry that I missed out on the first act, but there was some party goers that were, admittedly, bored with all this nonsense. So I used my new powers to...make them a little more fond of cuddling." With that, a small mob of vampires burst from the lawn, ready to bite and suck the blood of anyone in their way.

Ben and Gen wasted no time powering up, Ben going with Gravattack and Gen with Flash, Launcher, Water and Medical. Soon both Ben and Fourze were on the scene, ready to do battle with vampires!

"I'll get everyone else to safety! You deal with Zombozo!" Rook stated as he blasted a vampire away with his Proto Tool in bow form. He was a crack shot with it and with his help all the human were able to get inside, as the blast doors closed shut.

"You havin' as much fun as I am?" Gravattack asked innocently.

"No, I am not. The sooner this is done, the better." Fourze replied, as he brought Flash to life.

_"Flash ON!"_

The yellow Flash Module shone its light onto a few vampires, causing them to burn up and die. Of course, Tomoko would not be pleased that Gen was seeing vampires before her. (He did promise her, and it hurt him a lot to have break that promise.) Seeing a few on his left side he powered Water up and sprayed them with a strong wave of Cosmic Energy water, destroying them all.

"Hey, Gen, don't hog all the fun! Let me have a crack at all!" Gravattack jumped into the air and balled up, then slammed down on some vampires, crushing them to death. Standing up, he proclaimed, "In your face, stupid Goths!" earning him a glare from Fourze. "What?"

"Tomoko-chan would not like you if you judge Goths so quickly. Try and reel that in, will ya?"

"Gotcha!" Ben gave a thumb's up sign to show he wouldn't be quick to judge Goths again, before he went with Upgrade, merging with a car and using it to run down three vampires.

"Gaven Tech: For people, by people." Ben's voice buzzed from the teched out car.

Fourze laughed at his joke and took out Flash, replacing it with Elec. Turning it on, his suit went from white to gold, as he became Elec States and used Billy the Rod to shock a vampire that was about to bite him.

But as vampire fans know, vampires aren't ones to give up that easily, and they were swarming Fourze and Upgrade with malicious intent.

Unmerging from the car, Ben stated that "We're going to need some help here." And help did come, in the form of Jefferson Twilight, who was in his zone! With frightening ease he sliced off vampire heads and what he couldn't slice, he impaled. Soon it was over and all the vampires were dead. Jefferson took the time to find "Blaculas" and rip out their fangs, adding a good size number to his growing collection.

Zombozo was pissed that his goons were all dead and tried to gore Jefferson from behind, but Fourze had other plans for the clown.

_Elec ON! Water ON! Limit Break!"_

"Rider Shocking Waterfall!" Jumping and touching Billy with the Water Module, he sprayed Zombozo with electrified water, knocking him away from the vampire hunter and hurting him a lot.

Zombozo was not out just yet, as he growled and activated his EVO Disk, turning him into a even scarier clown. With long, flailing arms, sharp teeth and a height of around 30 feet, he was going to complete his mission, come Hell or high water.

"From what our Intel told us, your friend, 'Rex', is here. I want his brain so Vilgax can use the nanotech in there to gain even greater power than before!" He then covered his mouth, as he wasn't suppose to babble about his plan. Shrugging it off, he roared at the three heroes and started to make his way to the Venture Compound, intent on smashing it into nothing more than dust.

Fourze switched Water with Wheel and Ben went with XLR8, both hoping that they cloud make it before he did. But they were too late, as Zombozo tore down the wall keeping Rex's head from evildoers and threw it up into the air, where a Monarch henchman was there to bring it back to base.

XLR8 was furious! "I think I'm gonna need to get some height here! There's no way Fourarms can stop that bruiser!"

Tojiro had other plans for Ben however. "Ben! If what Emoto-sensei and Erin-san told me is correct, then you can use the Capricorn power now! Time to see who's the lucky alien!" With that, the Capricorn power went out of Tojiro and into the Omnitrix, switching Ben to the form of Grey Matter.

But there was more, as a green light flashed over the little Gaven and soon Ultimate Grey Matter was there in his place. He was 1'10" and more built like a wrestler. His skin was like a bullfrogs, but still grey and on his chest was the Capricorn symbol, where the peace sign normally would be.

"Ultimate Grey Matter?! Why is it that the Omnitrix likes doing this to me?" His fears of this new form were put to rest when he was able to catch Zombozo's fist and sent him flying a good distance away. "Then again, a lot of the time it seems to know me better than myself." he chuckled.

Emoto was there, having spent all his time inside to get away from the loud noises. He figured this was the time to tell Ben why these forms were chosen.

"Big Chill was picked for Virgo based on how his species acts: They're brave and willing to look over problems with a quiet eye. Water Hazard was used for Aquarius because his species are known for problem solving and willingness to try new things. As for Grey Matter, his species is known for helping out everyone and being one to keep calm over even the harshest of days: The tracts of Capricorn itself!"

"CCCOOOOOOOOLLLLL!" U. Grey Matter said. "All righty then, let's see how this new guys works out!"

Zombozo was trying to crush U. Grey Matter, but thanks to the enhanced skills of the Gaven, with the Ultimate Power added to the mix, made Ben a greater threat to him than ever before, as he ran all over his giant body and struck him when he had a opening to do so.

"Ha ha ha, the little frog is doing a kickass job here! But i think I can add something to this mix!" Jefferson used his katana to cut open holes in Zombozo's flesh, letting dust fall from them as the evil clown was on the ropes. "Whoops! Guess I subtracted instead!"

"Alright! Finish this loser off!" Tojiro roared, JK happily jumping around as well. Fourze didn't need to be told twice, (If only Kengo could see him now) and became Magnet States. Setting the Drill Switch in, he set both Magnet Switches and Drill up for a Limit Break.

_"N Magnet ON! S Magnet ON! Drill ON! Limit Break!"_

"Rider Magnetic Drill Kick!" With all his might, Fourze leapt into the air and flew down at Zombozo's EVO Disk, shattering it with the full power of all three Switches. He soon bore his way through the clown and Zombozo died right there and then, not even getting a chance to make a dark quip about him impending demise. Soon not even dust was left of the dark being that once brought Ben to his knees.

_Later..._

Ben had returned the Capricorn power to Tojiro and Gen had powered down, but the work that needed to be done was easy without powers. Jefferson was pleased with these kids. 'If more people were like them, the world wouldn't be as crappy as it is." he thought, as he swept away what was left of the party: mostly litter and crap like that.

Rook, Emoto, JK and Tojiro were trying to get Rusty to calm down, but he was in hysterics over the damage that Zombozo caused. "I don't know how things could get worst, but believe me, they will get worse!"

"Calm down, Dr Venture. I'm sure your fears are unfounded and things won't get as bad as you say they will." Rook had no idea how wrong he was...

_The Cocoon..._

Albedo was speechless! The nanotech in Rex was still alive, though he was not, and the idea struck him like thunder!

The nanites were meant to help people with overcoming disease, illness and all those botters than the Gavens overcame millennia ago! But they were unleashed when they were clearly not done right, and mutated part of the population of Rex's world, bringing it to the point of near ruin.

Of course, Albedo was able to correct these problems with a ease that bordered on "Gary Stu" and placed them in a spare tank. Perhaps he could use these devices to evolve the Cocoon itself to a spaceship that would bring about Vilgax's rule here, now and forever.

No. His Rule. Now was the time for Albedo to rise above all and take his rightful place as ruler.

But he was willing to wait a little bit longer. After all, he had time and patience.

In fact, he may have forever to do his bidding. If these nanites were as great as he thinks they are, then...

**Next Time: Gen and Yuki are on their first date, but Ben is struck taking care of Ned! How can Ben keep his good cheer when Ned is like a lost child? Can he help both him and Yuki with their problems or will it be too much for him to handle?**

**Overlord makes his move: Trying to sneak into Spider Skull Island! But he's in for a rude awaking, as he has to fight the legend himself: Brock Samson!**

**See ya next time!**

_Later..._

JK got a note from Jonas Ventue JR. Himself. What was inside made him and everyone else happy as can be:

_JK and Tojiro,_

_I'm sorry that you were unable to perform on stage as you had hoped, but from what I've heard from the sample you sent me, I am proud to say you are the winners of my contest! Congratulations to the both of you! I hope to see you, and your friends soon!  
_

_Jonas Ventue Jr.  
_

_In the home universe of Kamen Riders, Super Sentai, Metal Heroes and so on...  
_

"Gentaro will pay for seeing vampires without me. He promised me and I can tell he broke it without a second thought. But I have my ways with boys."

Tomoko just knew it in her heart that Gen saw vampires without her. She had her ways with seeing things that others were not able to and with the aid of Ryusei, her boyfriend, she was able to look into the Fourze battle data and saw the offending info.

Tomoko was smiling a wicked smile, her black aura flaring out as she placed a bucket of cicadas on his bedroom door. Oh, was he in for it when he got back...


	7. Project Metalbeast 2: Electric Boogaloo!

**Disclaimer: All characters and themes are the property of their respective owners**

_Spider Skull Island..._

You would think that after Agreggor and Zombozo bit the big one that Overlord might just sit this mission out. Fat chance! The former hero adapted to this odd world better than even Vilgax and once he found out about Jonas Venture Jr. and his works in space travel, he took the goal of stealing everything of value there with a enthusiasm he had not felt in a good long while. Hey, times are tough and sometimes you gotta do things you normally wouldn't do. That goes for supervillians too.

Plus, Albedo was able to get his EVO Disk to do something that he found to be useful: When activated, he would gain the power of superstrength. Not as fancy as the powers the others had, but it works just as well. Jonas was at the Venture Compound right now, meeting with his big brother and his guests. His girlfriend and her brother were with him as well, leaving the base unguarded. It was almost too perfect!

Little did he know that someone was there. A man with a mane of blonde, curly hair, cold steely eyes and a build that was the envy of bodybuilders. Wearing a brown and gold suit with the _SPHINX __logo on the chest, he was as fearsome as they say. For this man is Brock Samson, the legend himself!_

_Once he was a member of the _U.S. Marine Corps, before he left to join with OSI, but he had left on personal issues with them.(They thought he had lost his mind and had sent assassins to kill him, but he was able to fight them off and kill them before they killed him. He quit after they reveled their reasons for doing so and joined SPHINX shortly after.) He is law abiding, not fond of guns and for the most part kind to women, but he is a killing machine like no other in this world. In short, it is not wise to anger Brock Samson if you wish to live.

But Overlord knew about that, he just didn't care. Besides, how bad can this man be, right?

_Venture Compound..._

Being, to put it polity, height challenged did nothing to keep Jonas Jr. from living both his life and his dreams. He wore a blue jump suit, with brown shoes and had his red hair in a ponytail. His left hand was cybernetic, as the hand that would have been there never fully formed and so Master Billy Quizboy amputated the lump and placed the robot hand there. He was a scientist that most other scientist dreamed that they could be, smart and clever when the situation called for it and a brother and uncle to the Ventures, though Rusty may never fully accept him as such.

But family matters would have to wait, as he had big news to tell everyone there. "As you are aware of, the Gargantua-2 is almost done, but I need to both reconnect with my family badly and I also need a theme song to unveil it to the general public. Seeing as this is something rather new, I wanted a new song to use as the G-2's theme. JK and Tojiro were able to summarize what I was hoping for: that this shall user in a new era of peace, understanding and friendship!"

The KRC applauded their two musical members for a job well done, as did Ben and Rook. Still, Rusty had to address a serious matter. "Some lunatic calling himself "Super Vilgax" is attacking me and our...guests, for reasons that are baffling and stupid. Now Ben and Gen are able to fight off his goons, but I don't know what it is he's planning and it's driving me bonkers!" as he tore at what remained of his hair to drive his point home.

Furrowing his brow, Jonas stated that, "Since we were finally able to prove that Vilgax is not from our world, we can safely assume that he wants to bring Earth under his rule and perhaps alter humanity into forms that will better suit his purposes. His theft of the unknown nanotech stored in the head that was Ben's friend supports this theory, but until we have more evidence, I can't honestly say what he wishes to do in regards to his future goals. But rest assured that Ventronic is almost upgraded to handle anything the Guild will throw out at us!" forming a small smile to showcase how proud he was at fulfilling the dreams of both his father and himself.

"That's all fine and dandy, but what about Ned? He's been cooped up in Spider Skull Island for so long, I think he may be a tad hyperactive from all the cabin fever. He may be too much for you to handle, so I think someone should take him out and get him some fresh air." Rusty Venture stated.

Without so much as a second thought Ben volunteered for the job. "Leave it to me, Dr Venture! I think Ned and I will get along just fine!" But his will faulted when Ned himself entered the room.

Ned was a man with a child's intellect and innocence. Adding to the hard work it takes to make sure he's safe, he also has another problem.

During his stay with noted egotist Professor Impossible, the two of them, as well as Sally, Jonas' girlfriend and her cousin Cody were exposed to near-lethal amounts of radiation. Each was altered in frightening ways, Prof. Impossible gained stretching powers, but the others were less fortunate. Sally must focus on staying visible or else her internal organs will be seen, Cody can't be exposed to oxygen or else he will catch fire and be in much pain and Ned was mutated into a giant callus, but apart from that they gained no other powers. They were, to be as accurate as possible, a flawed parody of the famed Fantastic Four.

But then Sally was able to free herself and Ned from Prof Imposible's grip of madness and now the two are living with Jonas Jr, happily as can be.

Of course Jonas filled the others in on their life story, and Gentaro was moved to tears over how sad the story was, as were the other members. "Your bonds of family are quite strong, Dr Venture. My folks would be so proud of you for overcoming such obstacles in your lives. I'm touched by how much you love each other and someday I plan on having a family with tight bonds of love and friendship too!" Rusty was rolling his eyes over what Gen said, but no one was paying him any mind with Jonas in the room. (As per usual.)

Ned himself was very happy with Gentaro and gave him a big ol' hug, but Gen didn't mind it all that much. "Ned pleased to have new friends! Richard bad man for making Cody cry hurt!" Gen managed to hug him back and one could tell those two would be friends forever, as Gen sealed the deal with his trademark handshake.

Ran had a point to add before Jonas went on his way. "Since Ned and Ben have their day planed and Gen and Yuki were going to go on their first day, I thought the rest of us could help you out with the little odds and ends that need to be done before you can unveil...Garganuta-2 was it...to everyone. I'm sure that it'll be a fun and exciting trip for us!"

What excitement Ran was feeling, it paled to what Erin was feeling right now. She was, at long last going to space! It was, as corny as it sounds, a dream come true! " Thank you so much, Dr Venture! If only my father could see me now, helping out the greatest minds in reaching out to the cosmos! I'm going to be a astronaut! I'll treasure this moment forever!" The normally calm and serious girl was hopping around like a rabbit, tears of happiness staining her face as a beautiful smile was on her face. Running over to where Jonas Jr. was, she shook his human hand vigorously as she thanked him over and over, but he was pleased at how much Erin loved space and its many wonders.

Yuki was a bit bummed out about missing out on a chance to work on a real life space station, but those thoughts were soon put to rest by the realization that not only will she'll be able to board it when it is completely done, she was going on her first date with the boy she loves the most out of everyone she knew, (apart from her kind and understanding, but oddball parents), Gentaro Kisaragi. "Space Station Kita!" she cheered out, giddy over the fact that she was going to space at long last too. Turning to Gen, she flashed him a smile and told him, "Gen-chan, there's so much I want to do with you! All the people we'll meet and befriend, the food we'll be eating, and all the fun facts we learn while on our date! But the thing I'm happiest about is spending time with you. You were my best friend for so long and now we're like two people in a fairy tale kingdom!"

The two were lost in each other's eyes, as Gen and Yuki were about to kiss on the lips for the very first time. But as soon as their faces were about to touch, Rusty ruined the moment with a ill timed comment, though he was in the dark about how much it would hurt Yuki until it was too late.

"You're two fairy tale folk, all right! The foolish king and his court jester!"

As soon as the words 'court jester' left his lips, Yuki froze in fear, as the painful memories came flooding back to her. She did not want to be reminded of her time as Gemini, but Rusty's sarcastic remark cut all the way to the bone. The poor girl ran sobbing to her room, slammed the door shut and cried her heart out.

Gentaro was ready and willing to pound Rusty into less than dirt for hurting Yuki like that, but Ben was on it, changing to Blox to soak up his punches before he could hurt Dr Venture. "Look, I'm upset too about all this, but Rust didn't know about the crap we went through! Can you really blame him for not knowing about how Vilgax captured our friends and made them into monsters against their wills? No, of course not! Yuki needs you now more than ever right now and playing Rock em, Sock em Robots with Rusty isn't helping anyone!"

Gen worked out his anger on Blox and calmed down. "Sorry. It's just that Yuki-chan is more than a friend to me. She's the girl of my dreams: Kind, funny, creative and cute to boot! It still hurts me that she was forced to become a Horoscope and I wasn't there to help her. But how can I help her deal with herself?"

Ben changed back to human form and placed a arm around his friend. "Dude, just be there for her. That's all any girl wants for her man, whenever he be a boyfriend, husband, or just a lover, knowing that the man she chooses to place her trust in loves her back and will support her thought thick and thin is going to mean the world to her! Trust me, I know about this.", pointing to himself with his thumb in a cheesy way. But his simple gesture and words were enough to get Gen over to where Yuki was, as she needed him now.

Rusty of course was trying to comprehend what he did wrong, but gave up after about a minute. Jonas groaned in frustration as his older brother walked off, not really caring about what he did. Taking command he gave Ben the low down on how to take care of Ned. "Just remember that Ned will need to take his time with certain areas, and that you will need to keep a eye out for him so he doesn't get into trouble. I'm counting on you, Ben." With that said he went over to where the others were right now. All of them were worried about their friend Yuki, but they knew that this was out of their hands. Gen was the only one that can help her now.

Not really wanting to go, but knowing that it would be better if he got out before things got out of hand, Ben tried to get Ned to go outside. "C'mon big fella, we're going to go on a fun filled adventure!" But Ned was not totally sure about going with Ben, but a quick word from Jonas set his fears at rest and soon the two of them were on their merry way. (Well, Ned was happy about this. Ben was having doubts about this by now.)

_A little later..._

Yuki had finally cried out the pain, but she was still having those thoughts in her head. Hugging a pillow for support, she wondered why she didn't stay with Gentaro when Rusty ran his big fat mouth. (My words, not hers) Gen loved her and she knew that, but there was just one tiny piece of her soul that told her that since she was still technically not fully human yet, she was in terrible danger from her boyfriend.

_"Oh Gen-chan, how I wish you could kiss the pain away. I want to go into outer space with you, but I still feel like this. Astronauts shouldn't feel fear over such things! I'm a human girl, I know that. But do I miss being Gemini just a little bit?"_ She gasped as the thought passed though her mind, and it sicken her to no end. She never wanted to be a Zodiarts, a Horoscope even less. But while Erin and Tojiro were fully recovered, she and Ran however, were still having these thoughts. She just wanted to tell someone, anyone that she can confine in and won't judge her.

Gen cracked open the door a little and went in to check on her. "Yuki-chan, Dr V. didn't mean to hurt you like that. It's just the fact that he has no life outside of his stressful job and I want to help him out with that. You know that no one blames you for what happened, but I'm guessin' that you're still worried about that, are ya?" Yuki nodded and Gen understood that this is her answer, and she was saying 'Yes'. "Yuki, I don't care what you are, as long as you still remain as the kind-hearted girl I befriended and fell in love with. I won't force you to go, but do you still wanna go on our date?"

"YES! Gen-chan, nothing would make me happier that being with you!" Yuki's response was in her usual cheerful tone, and her face was aglow with 'Genki' energy. Jumping up to her feet and clasping her hands together with his, she wondered what to do now. "Gen, I'm curious as to where we should go first? Do you want to go the automotive museum, or the beach, maybe the mall to start out with? I'm willing to go with you anywhere, as long as we both agree to it."

Gen may be dense at times, but he knew that there was one place Yuki wanted to go into, but she was being polite and not rushing him in there. Not that he didn't mind, as he likes space too, but sometimes Yuki tends to be a little too engrossed in her hobby of choice. But, and this is a big 'But', she may be growing up a little, as was he. "Yuki, perhaps you wanna go to the space museum first? You always wanted to go to a American one, and this may be a fun way to start our day." Yuki's eyes lit up and nodded furiously, and Gen knew that this is how they'll start their first date. "So, if we stay for a couple hours, we could swing by the mall and get some lunch, then go to the automotive one and end our day at the beach?" he asked.

"Uh-huh. But you gotta promise me that you won't let your feelings for me keep you from saving people's lives. I understand that as a Kamen Rider, the needs of others come before your own, and I wish to support you, no matter what happens!"

Gen was on cloud nine right now! "Thank you, Yuki-chan! Happy days Kita!" He picked her up and span her around in his arms, while she giggled with delight.

Little did they know, but Ben tried calling her and although she picked up the phone, Gen went in to check on her and she didn't hang it up, so Ben heard EVERYTHING. It hurt Ben a lot to hear how happy they were with their relationship, as after all the drama they had to deal with, they were closer than ever. In fact, one could say that they found out that they were bound by the invisible red string of fate.

But even after all the fights he had with Julie, Ben never really felt all that close to her. _"I guess that I screwed up more than she let on. Why else would she join the Flame Keepers if she was THAT unhappy with me?" _he pondered. If it was a snake, it would have bit Ben. He knew that he goofed up a lot, but he was too damn proud to see that. Because he wanted to stoke his ego more than being a hero, he lost her...forever.

Hanging up, he resigned himself to a 'fun filled' day of watching over Ned and hoping that the pain in his heart would stop one day.

_Spider Skull Island..._

Overlord was so engrossed in gathering data for Vilgax that he failed to notice Brock sneaking up on him. But when Brock tried to stab him, Overlord, by instinct alone, rolled out of the way.

"I take it you're a embittered Monty Crew fan, correct?" Overlord asked.

"You don't need to know who I am. The only thing I'll tell you is that I'm your Executioner." With that said, Brock tried to tackle Overlord to the ground, but the former hero grabbed his arm and threw him down hard onto the ground.

"You'll have to do better than that if you wish to combat the one time user of the Dark Pisces powers! I am more than human, fool. I am a Horoscope Zodiarts!"

"I have no idea what the hell you're on, but you're coming off it NOW!" Brock didn't really care what Overlord just said. He just wanted this done soon, as he had a card game he wanted to go to.

But he will have no such luck, as Overlord rapid punched him a few times in the chest, then judo slammed him over his shoulder. "If I were you, I'd give up right about now. I'm far more than human and you are ultimately all too human." His mocking tone and words lit the fires of rage deep within Brock, as he got his second wind and stabbed Overlord in the stomach, but only got stardust instead of blood.

"What the heck's going on with you?!" That was all Brock was able to utter out, as Overlord headbutted him into REM sleep and flew off, his mission accomplished.

His mission was to collect data on other worlds that Jonas Venture JR was looking into, as well as a teleporter that would allow people to go into these new worlds. But Vilgax and Monsteroso already settled on a world: The homeworld of the Kamen Rider Club.

From his brief time with Sarina Sonada, he learned that at one time, she gave a Switch to Tomoko Nozoma, but she threw it away before it could be used by her. Well, as luck would have it, Vilgax only needed to double check to make sure his teleporter worked and for that he needed Jonas JR's data.

Plus, after using the device as a 'time window' he found out that she fished it out and was planning on burning it forever.

Well, forever is a long time coming and she will not have the chance to do so.

_After the data is uploaded into the device and Vilgax crossed over to the world of KR,Super Sentai and_ _Metal Heroes again..._

Tomoko hated the idea, even though it was hers alone. It was a long shot, but if Ophiuchus is really a sign, then perhaps she could use it to bring her friends back. Perhaps she could use the powers to teleport them back safe and sound, but it was, again, a total Hail Mary. Using a Zodiarts Switch is always a gamble.

So image her shock when Vilgax landed right by her face and grabbed her. "Diagon's power allows me to read minds, child. My associates didn't know about this, but I may be right. Press your Switch at long last and I promise you I will let you see your friends again." the ruler growled at her.

As Vilgax was squeezing her tightly, fear took over and poor Tomoko, in a blind panic unlike her, pressed her Zodiarts Switch and soon Vilgax's vision was blocked out by black light. When it died down, what was in his arms could no longer be considered human. It was a powerful snake like being, clad in armor that covered its chest, lower arms and lower body from belly button to feet, bronze being its main color. What was not covered was showing scaly skin that was green in color. On its head was a bronze snake's head on top of its crown. Red eyes shined on from its eye sockets and on it body was the Ophiuchus constellation.

"Arise, the 13th. Come with me and I shall open new worlds for you and grant your wishes." Soon, both Vilgax and the new Horoscope went back to the world of the Venture Bros. But this little 'get together' was not totally unseen, as a man clad in a black suit with a blue shoulder pad ran in after them.

_"Hold on, Tomo-chan. I promise you, I will save you!"_ That was the only thing racing though Kamen Rider Meteor's mind right now. He will get her back, safe and sound and to hell with anyone stupid enough to get in his way!

_Venture Compound, just before launch..._

"All systems are green. Oxygen levels are at maximum and we are clear to take off." Emoto was doing a bang up job at this, as he is a astronaut and he was doing the best job at this. To think that he would be able to help out bringing the humans of this world closer to space than ever before!

But his younger friends had other matters on their minds.

"Girls in Zero-G, JK-kun! How cool is this day going to be, bro? Pantsu Heaven is right within our grasp!" Tojiro was excited about the chance to see Erin and Ran in...less than flattering conditions, but he was a young boy and young boys' mind do tend to wish to see girls in such a manner.

"Best of all, the girls with us are our friends, so it's not like peeking illegally. It's harmless fun for all!" JK cheered. But the girls were not too pleased about hearing this.

"Do keep in mind that we're here to help out the Venture doctors with the space station, not to give you two a peek show. Plus Ran, as well as myself guessed correctly that you would try and look up our skirts, so we took the time to change into jumpsuits so you will have nothing to do of the sort!" Erin scolded the two rockers. This is a big day for Erin and she wanted to do everything right. Plus, although I like you Tojiro-kun, I don't mix business with pleasure when the matter is this important."

"Little children do this sort of nonsense. You two should know better than to do this sort of behavior. I...Don't want to seen in that way at all. I want to be loved for me, not by my looks alone." Ran stated as she bushed a bright shade of red. She was harboring a crush on JK for some time now and although she wanted to let him know her better, his plans were not to her liking.

"The girls are right, you know. Emoto and myself are not too pleased with you two right now. Perhaps some hard work will straighten you lot out." Jonas threatened the two rockers, making them gulp in fear of the hard work awaiting them on the station.

Soon, the spacejet know as the X-1 took off into the skies...and beyond.

_Later, at a hot dog stand..._

Ned was enjoying his hot dog, but since health standards were not up to code in this world, Ben passed on that. In fact, he and the others were cooking their own meals since they got here, as Rusty lacked the money to go out and let's face it, would you really want to risk eating Fugu in the Venture Bros. world? Yeah, didn't think so.

"Ned happy fun time having! Ben gooder friend than Richard. Bad man make Cody cry hurt!" Ned uttered with food in his mouth, unintentionally spraying Ben with chewed up hot dog bits, grossing him out to no end.

Grunting out of frustration, Ben was at least thankful that Rook was here to help. "May I suggest we sit down elsewhere, Ben dude? Perhaps if Ned is sitting down, he may act better and not talk with his mouth full of food." Ben nodded his approval and soon all three were seated. Ned knew that when you are sitting down, you have to have really good manners and surely enough, the mighty being was taking small bites and chewing with his mouth closed.

"Dude, thanks! It's been like this all day with Ned." Ben whispered in Rook's ear. "He means well, but he's like a little kid. Keeping him from freaking out over loud noises, to holding his hand while crossing the street-" Ben rubbed his sore hand, as Ned squeezed just a little too hard for his liking, "- Heck, I even had to change his diaper! If I ever see this Richard Impossible, I'm kicking his ass to next Thursday!" he hissed though gritted teeth.

"Need I remind you that Plumber code prevents you from seeking revenge, though I do see your point. But Sally will here soon to pick Ned up, and we'll have the rest of the day to unwind. From what I can tell, you need to do so ASAP." Rook polity told Ben.

"Rook, you are one cool partner! You're a total lifesaver, bro!"

"I do whatever I can to help you, Ben. Because you're my friend." The two partners fist bumped and surely enough Sally was there to pick up loveable Ned.

"I really have to thank you for looking after Ned while I was busy helping out with the launch. Ned really enjoyed himself today. In fact, I think he's matured a wee bit." Sally stated to the two Plumbers. Turning to Ned she asked, "Now Ned, what do you say to these nice people?"

"Thank you for fun happy time, Ben! Rook! Ned your friend forever!"

"I'm so glad to hear that, Ned! Now, if you two will excuse us, we really should be heading back to Spider Skull Island." With a click of a button, the X-2 roared by the four and Sally and Ned boarded it and went back home.

"Phew! Now that we got that part done, we can do some real fun stuff! Wanna hit the arcade?" Ben asked.

"No, but I would love to play in the arcade, if that's OK with you." Rook answered Ben's question. While he had trouble with understanding Earth culture, he was really, REALLY smart and he was great at video games, which made him a great partner for two player games. Kevin was not able to help him beat 'Contra 3: The Alien Wars' but Rook was not only able to do so, but on Hard mode too, letting Ben see the real ending!

But before they could head out, Ben got a call from Gen and he was in a total panic! "Yuki-chan ran off during lunch! I don't know where to find her anywhere!" he shouted into the MS Magphone, hurting Ben's ear, but he was worried too and stayed on the line.

"Gen, calm down and try to recall where you saw her last. Do you think it had anything to do with Rust's faux pas this morning? Because she was extremely upset about that. I called her just before you went in to check on her."

"You overheard our conversation? How?" Gen was dumbfounded by how Ben knew about all this.

"She was going to talk to me, but I'm guessing it slipped her mind to hang up. But that's not important right now. She's lost in a strange world and if we don't find her soon, I fear she may not survive." Gen bawled his eyes out at the thought of Yuki hurt and scared. She was his world, as he was to her and this was too much to bear for the Rider. Taking command, Ben ordered: "Gen, get a hold of yourself and try to recall just where it was you last seen her."

Wiping his eyes, Gen cleared his throat and told Ben about what went down this fateful day...

_Earlier..._

After a good trip to the space museum, Gen and Yuki were happily talking about how much fun they were having. Sadly, the automotive museum was closed on account of terrorist attack (The Revenge Society being the guilty party), the two went on a nearby merry go round, Gen picking a motobike and Yuki riding a unicorn and having a grand old time of it, laughing and cheering as if there was no sorrow in the world for just that magical moment.

Heading to lunch, Gen picked the food court and the two agreed on Chinese for their meal.

"Gen-chan, I'm so glad about this day. I'm terribly sorry about the automotive museum being closed. I can tell you really wanted to go and I feel bad about just going to places I want to go. I feel so selfish, but that's how people see Geminis: foolish and not willing to listen to reason." she muttered in shame, hanging her hair down so it covered her eyes.

"Yuki, I don't mind that the auto place was closed. I'm happy just being with you. Besides, Geminis have some great tracts too! They're funny, smart, clever, witty and cute. I don't want you to think that there's anything really wrong with you." Gen said as he lifted the hair out of her face, letting Yuki see his gentle face beaming his brightest smile at her and her alone.

"But Gen-chan, before you came to ASHS I was so alone. Kengo-kun wasn't as kind as he is now and a lot of people were so mean to me about my fondness for space. In fact, when a fellow student found out that I'm a Gemini, he tormented me relentlessly over that. He said that Geminis are crazy and stupid. One time he gave me a swirly and told me outright that I should be a Aquarius. Deep down, in the darkest parts of my soul I wanted to be a Aquarius...so that people would love me for me."

This was a painful shock to Gentaro. He thought Yuki was always happy go lucky and never let the weight of the world get her down. The fact that she was bulled until she wished to be someone else was too much to bear.

"Yuki! Please never think that way of yourself again! You're perfect the way you are now. Sure, you can be a weirdo at times, but you have a big heart in you and the Kamen Rider Club loves that about you. I love you for you, not this false vision of what other jerks want you to be!"

Hearing that meant everything to Yuki. "I'm glad to hear that Gen-chan. You're right about that, you know. I should be proud of who I am and how much space means to me. I don't want to change myself to be something I'm not anymore. You're smarter than people think, you know that, right?" she giggled. Gen was damn good at figuring people out. It is this skill that allowed the KRC to save as many Switchers as they did.

The two were just about to kiss for real this time when the unthinkable happened.

"Congratulations! You have been picked to be the mall's Court Jester! Hope you can blow them away with your bombastic card skills, Miss!" a loud man shouted as he placed a jester hat on Yuki's head. just hearing all that triggered her fight or flight response in the lizard part of her brain. Picking 'fight' she screamed "NNNNOOOOO!" and struck him in the jaw, sending him down for the count and ran off, tears forming in her eyes. Why here and why were she was going to kiss the man that loves her for who she is.

"Yuki!" Gen called out her name in sheer terror, scared that she would run away. To his horror, she fled the scene and out of his line of sight, so he didn't know where she would have gone off too.

The man got up and mused "Wow. She must really hate jesters if that was her reaction, bro." He wasn't sorry at all and Gentaro broke his jaw before he headed outside to talk to Ben.

But Gen may have acted too rashly. For the man who did the dirty deed was none other than Morning Star and he was not a happy camper right now, though our heroes are in the dark about his true identity. _"Those fools will pay for what they did to me! Monarch doesn't really pay us all that well and I was doing this to get some extra money. But if I'm to be punished for just doing the mall's job, then I shall become Satan himself and strike down my foes with divine rage!"_ he bitterly thought to himself.

_Back to where we last left our pals, Ben and Gen..._

"Thanks for filling me in on what happened. I'm sure that guy didn't mean any harm, but Yuki must be traumatized more than I first thought. I'll find her, Gen. Try and calm down while I go look for her, Kay?" Ben selected XLR8 and tore though the city streets, Rook hot on his trail.

Hanging up and sitting down in a defeated slump, Gen broke into tears. He feared that the day would get far worse and as soon as that thought entered his head, Overlord flew by and tried to crush his head with a two feet diving stomp. Gen is a far better fighter than Overlord is and sped away and plugged in Rocket, Launcher, Drill and Radar into the Fourze Driver.

**"3! 2! 1! Henshin!"**

Now in Fourze's Base States suit, Gen struck Overlord with the Rocket Module with absolute fury. Before Overlord could question Gen on this behavior, Fourze blasted him with Radar guided missiles from the Launcher Module, though his armor buffered most of the damage to him. Not wanting to be a dummy for Rider abuse, Overlord Irish Whipped Fourze over the edge and hit him with a elbow drop on his back.

"You don't get to be my age without learning at least something about battle. It's not about what's fair, it is all about winning!" Carl Nesmith hollered as he blasted Fourze with lasers as he was getting up. Gen tried to switch to the Kuuga Switch, but Overlord kicked him in the chest, preventing Gen from gaining the higher ground in this fight. "Grow up, child! You think that your toys are going to stop ME?!" he thundered out like a Viking would a battle cry. "I am your superior! You are nothing but a street punk with delusions of grandeur! The world would be better off if you were dead and buried!" Activating his Evo Disk, Overlord's armor changed to a gaudy gold, as he gained more strength.

Fourze was at a lost for words. "You're strong without a Switch? What are you?" he muttered out of fear. He knew that there were many ways to gain power, but Overlord was kicking his ass with frightening ease and it was throwing off his game.

Overlord snorted with disgust. "Because I am a GOD. You are merely a stepping stone on my path to greatness." as he stomped down on his chest to drive his point home. "I lost far too much to brats like you to give up now. Love is nothing compared to my power!" But somewhere in his head was a thought that wasn't his...a simpler thought from a simpler time...

_Dean Venture was talking to Triana, Dr Orpheus' daughter about silly little things, like pirates and their feud with ninjas, what people could benefit from energy drinks, to the crap that Colonel Gentleman wrote in his diary. She listened with some degree of amusement, as she thought he was kinda cute, in a geeky way._

_But any future those two had was ended when Triana visited the Master and learned about her future as a might sorceress and their friendship finally fell apart when Dean accused her of being a floozy during his prom. Further burning the bridges between them, Dean set wooden letters on fire and told off the Outrider, her foster father, though he and her mother understand that he just is letting stream out._

_But never again would Triana consider him her friend..._

Overlord was angered that that thought was there in the first place! It made him take his foot out Fourze and Gen took the time to switch Rocket with Cosmic.

**"Cosmic!" **He then pressed the red button to bring about his third strongest form. **"Cosmic ON!"**

Soon all 40 Switches were in his body, save Cosmic, Launcher, Drill and Radar. Now in Cosmic States, Gen slashed at Overlord with his Barizan Sword, but now he was on equal footing with the fallen hero.

Laughing at how little damage Fourze was doing, Overlord couldn't help himself. " Aw, do you miss your little girlfriend? Did she run off on you?" he said in a mocking tone of voice. Gritting his teeth, he grunted, "Too bad!" and went for the killing blow.

Selecting Shield and using its namesake Module was the only thing that saved Gen's bacon. Getting Chain Array's Module out and fusing it with Fire's power, Gen was at long last getting some good blows in, as Overlord was both burned and struck hard by the flaming Chain Array Module.

But Overlord was able to catch Chain Array and with his super strength threw the ball part of it at Gentaro's crouch, hurting him a LOT. "WHY WON'T YOU JUST GIVE UP AND DIE ALREADY?" he raged as he used his rocket boots to tackle Fourze, hoping to slam him against the wall.

In a blind panic, Gen activated Wheel and tried to force his way back, but he was helpless before Overlord's fury, as he was slammed into the cold metal wall. Fighting to stay conscious, Gen tried to use Gattling, but Overlord grabbed his throat and started to crush it. Gen cried about how much he missed his friends and hoped that Yuki was safe, but Overlord just glared at him with cold eyes.

"Time to die, Fourze."

But he never got to kill Fourze, as a spinning top blinded Overlord, giving Gen the chance he needed! Shooting at Carl with Gattling, he then switched to Spike and using the move that he learned in his kickboxing class knocked his chest armor off.

Stunned and woozy, Overlord could only muse that someone must be looking out for Fourze. But Gen wasn't going to let this go on any longer.

**"N Magnet! S Magnet! N/S Magnet Limit Break!"**

_**"Rider Super Electromagnetic Tackle"**_Forming the NS Magnet Cannon, Fourze then had it slam into Overlord with force, reducing the former idol to dust and then nothing at all.

Powering down, Gen collapsed from the strain, just missing Ryusei in Meteor Storm form saying "You don't need to thank me, Gen. But please, save Tomoko if you can." Then Fourze's fellow Rider was on his way, as Gen drifted off to sleep...

_Over at Ben and Rook's side of the story..._

"We've combed over the space museum, the mall, even the Venture Compound! Rook, I think she may just be gone, bro." Ben sighed, frustrated that so far they have no leads as to where Yuki might be.

Rook however may have a clue as to where our space nerd friend might be. " If I remember correctly, she loves children, as she was talking to some when I first met you all. Perhaps she is at a place where children would gather too, like a medieval restaurant."

"It's not much to go on, but I think she could be there. Knight's Dreams is a pretty popular place, so I'm guessing that she may be there." Ben went back to XLR8 and tore through the streets to where Knight's Dreams was located.

_Inside Knight's Dreams..._

It was a pretty corny place, with vague medieval designs and old glass windows with silly designs of knights on them. Ben didn't really care that this was a great restaurant. Right now he had to find his AWOL friend. Rook heard sobbing in the ball pit and Ben was glad this place is closed for remodeling. (Why everything was so lame here, he didn't know.)

For inside the ball pit was Yuki Jojima, heartbroken about what she did. She was more affected by her time as a monster than she was letting on, and being labeled a jester in a public place was too much for the girl to take. But she was missing her friends and she really wanted to see them again. It's just that there was one last doubt in her mind: That she may be in love with someone who didn't truly care about her, but since he was her childhood hero, she overlooked that fact and held onto that love, no matter how much it hurt her.

"Oh, Gamou-san, I thought you were the one, but you just used me like a probe. I was to be sent out to die and you wouldn't care what happened to me. I just that I was stupid to think that we had a future together." Yuki sobbed as she wrapped her arms around her legs, curled into a ball.

"You're right about that, you know. If he really loved you, then he would have NEVER have forced you to change into something you know you're not. But I think you now know that he was a nutcase and you know that there was nothing about being Gemini that would have done anything to help you."

She was stunned that Ben was being so cold and harsh, (he learned about being a hardass from his uncle Frank), but his overall meaning was clear: That Gamou was at heart a sad man who only cared about his dreams and if anyone got hurt or killed, then he would have never cared at all what happened next.

"But you now know that you have people who love you for who you are. Friends that care about you, club members that listen to you. Heck, you even have a boyfriend that truly loves you and would not only die for you, he wants to live for YOU. But although you know that, you couldn't let go of that false love you had up until now and it was not only hurting you, but all of us as well. Well, it's time to admit the truth: You don't need that dark power anymore, Yuki. You have a greater power in you all along, one that suits you better than some jester suit. It's the power of your love for everyone, that is your greatest power of all."

With that last bit from Ben, all doubt faded from Yuki's mind as she ran to where Ben was and hugged him tightly. "I'm so sorry about all this! Why I held onto that old schoolgirl crush on that monster, I may never know! But you were able to see the real me, trying to call out to my heart. You're more like Gen-chan that you think, Ben-kun." she said, a smile forming on her lips.

"Huh. Guess that's true, Yuki. But still, you owe Gen a apology. In fact, I think we need to head back to the mall. Gen must be worried sick about you!"

Yuki didn't need to be told twice. "You're right, Ben-kun! Let's go to Gentaro, because I miss him and I'm sure he misses me too! I want our spaces to become one! Love Kita!"

But all the cheer died when Brock Samson lumbered in. The Monarch's henchmen got to him before Sally did and with Vilgax's aid brainwashed him to become a utter killing machine!

"Death to Ben 10!" he roared as he went for Ben's throat, but the Omnitrix wielder was able to change to Fangwolf and turn his attack against a table.

"Rook! Get her out of here now! I'll deal with this loon!" Ben snarled. Rook changed his Proto Tool to a shield and used it to block Samson's throwing knives. It didn't take long for both Yuki and himself to get to safety.

Of course that meant Ben was on his own against one of the most feared beings to ever set foot on Earth. Making the matter worse was the fact that Vilgax gave Brock a Zodiart Switch. Pressing it as it said "Last One" in Vilgax's voice, Brock body fell on the ground, covered in webs as a new form stood before FangWolf.

Now Brock was the Delphinus Zodiart, a dolphin monster that was grey in color and had its namesake constellation on its body. Roaring in mindless rage, Brock shot a water blast from his mouth at FangWolf, knocking him on his butt. Brock tried a second attack, but Ben howled a sonic attack, causing the two attacks to stalemate. Soon Ben was clawing at Brock, as Brock was punching Ben with amazing force. Lobains weren't meant to take a beating like this and Ben feared that he would die again, this time at the hands of some nutjob!

"I don't care who you are or what you were before! If you're working for Vilgax, then I can't bother to be nice to you!" FangWolf declared as he did a two hand palm strike on Brock's chest, but it had little effect on his Zodiart hide. "Heh,heh. Guess I went a little bit overboard there. We're cool, right?" he chuckled nervously, but Brock was too enraged to think straight, as he grabbed Ben's jaw and shattered it.

Breathing heavily, Brock moved in for the kill, but Rook and Yuki were not going to let that happen! "Ben! Thank you for showing me that it's not enough to speak: You have to listen as well! You're a dear friend!" With her heart finally free of doubt, the Gemini power went from her heart to FangWolf, making his skin metallic and changing his bodysuit to shorts. Now with a navy blue body, black shorts with a green belt made of the Omnitrix, the Gemini symbol on his Omnitrix in place of the peace sign, Ultimate FangWolf was now on the scene!

Howling loudly, Ultimate FangWolf hit Brock with a powerful light attack that burned and blinded him. Yuki cheered out that Ben is now like OOO's LaToraTah combo, but Rook didn't get the reference.

Brock tried to punch U. FangWolf, but just ended up hurting his hand. Backing off, he tried a water blast but Ben shrugged it off like it was nothing.

"I think it's time to wrap up this little party, goonie!" Ben said with a hint of pride. Plunging his hand into the chest of the Delphinus Zodiart, he then found his Switch and clicked it off, making it spark and hiss as both it and the monster it made faded away. "Guess that takes care of that problem!" Ben boldly stated as the Gemini power went back to Yuki and Ben himself changed back to his human form.

"That was awesome! You were doing great, Ben-kun! Space werewolves are the best around!" Yuki boomed out as she howled in joy over their victory over Brock.

"Yes, you both did a great job, but what about this Monarch henchman? We can't leave him here and I'm sure that once he gets around to waking up, we can quiz him about what it was he was doing." Rook affirmed. Soon Ben and Rook picked up Brock and were on their way back to the mall where Gen was waiting.

_Later, at the mall..._

Ben, Yuki and Rook filled Gen in on what happened, from the bits about Ben telling Yuki that Gamou would have been no good for her, (thankfully Gen was quite understanding of her former feelings for her school chairman) to Ben defeating Brock, (though they won't learn who he is until the next chapter) and then Gen told the group that Overlord was down for good this time, but he guessed that a angel saved him.

"I think so too, Gen-chan. I'm sorry about getting so upset about being labeled a jester. It won't happen again."

"I know you won't let it happen, Yuki-chan! You're yourself again: the bright, funny and intelligent girl that I love! I guess there's a angel really looking out for us, huh?"

Yuki nodded happily and the two hugged, tired from their long day. It wasn't the best date, but there was always more to come.

Little did they know that a man in a black suit, with a blue shoulder pad was watching them from over a building, the unconscious from of Brown Widow by his feet.

_"At first I thought you were nothing but a bother, even in fictional form, but when your problems became ours, you were nothing more than a enemy to me. Now I lost Tomoko-chan to your foes. I already have decided your fate, Ben._

_You deserve to die for what you did to me!"_

With that, Kamen Rider Meteor went to ball form and teleported out, leaving Ben in the dark about the latest attempt on his life...

**Next time: Word that Ben defeated Brock spreads like wildfire, and poor Ben is targeted by the crippled Mike MourningStar! Ultimate Chromastone's his best bet to stop him, but to unlock the form Ben must help Ran with her problems and she's in a foul mood over her fears of Haru rejecting her.**

**To make matters worse, Tomoko is now Vilgax's loyal servant and she is all too willing to kill Ben! Adding to the fire is the fact that Ryusei wants to kill him too!**

**Can Ben deal with this triple threat, or will it overwhelm him? **


	8. Arise, Ultimate Chromastone!

**Disclaimer: All characters and themes are the property of their respective owners**

_Venture Compound..._

A day after Ben defeated Brock Samson, he unlocked a new alien, one that looks like a alien grasshopper with horns on his head and glowing neon green eyes. Wearing a green and white suit with a white belt, the Omnitrix forming its buckle, Ben found that he could jump really high and tackle things with great force. But his first run with his new form ended badly and Rusty dubbed it "Crashhopper". Ben however loved the name and stuck with it, despite the fact that Rusty was mocking him.

"Wow! I can see why grasshoppers get their mad props from! Jumping all over the place is awesome to the max!" Ben exclaimed joyfully. From what the Kamen Rider Club told him, the first documented Kamen Rider was a cyborg with grasshopper DNA made by the terrorist group 'Shocker' in the 1970s, though the man they picked was a true hero and rebelled against his captors, eventually bringing the whole group down with the aid of a second Rider.

But that was just the beginning of the tale of the Kamen Riders and when things calm down, Ben will want to hear more about these tales of heroism. Rusty however, couldn't care any less about all this. "Ben, you're a bug right now, and not one to really brag about." he deadpanned. "Try and keep from being too thrilled about this whole thing. Didn't Emoto mention anything to you about Ultimate...Chromastone?"

"No, but from what has happened so far, only Ran is the one who can give me that power. But she's not one to really share what's she thinking and lately I'm worried about her. Getting the station ready was a breeze, but then they found this dead guy in the void of space. Kinda freaked her out a lot, but you can't really blame her for that." Ran is a gentle girl at heart and what she told Ben scared even him: That a dead body with "FIX IT" taped on his chest was right there in space, frozen in salute. Why that would even be there, no one really knew.

"Jonas would have stayed longer, but he and his family had to update the security systems back home." Rusty then placed a arm around Ben, who had changed back from Crashopper form. "Besides, Ran's a tough cookie! What could frighten that girl?" he half laughed.

'_You'd be surprised if you knew' _Ben thought. He could only hope that she was doing alright.

_The Cocoon..._

Much has been said about Vilgax's character. But perhaps the simplest explanation is that he is, at heart, a psychopath, not truly caring what happens to the people he hurts. Right now he's trying to make heads or tails of Tomoko, but so far, no luck.

Laying on her back, the 13th Horoscope was loyal to Vilgax, but she still was at heart a Goth and she was using a method that was odd to say the least: She was on her back with wooden dolls trying to find Ben and his group, but she was having little luck with that search.

"Do you really think that this will work, child?" Vilgax snapped, veins forming on his forehead from the frustration he was feeling right now. "I think I would have better luck if I just called someone and ASKED where he was." as his tone grew dark and cold.

"Patience, my master. These things take time and the boy has much power to him than even he realizes" Tomoko explained in her calmest tone of voice. " You already know where he is, but yet I am forced to search for him." Her face took on a puzzled look as she got up. "If I may be so bold, why have me bother with this at all, my master?"

"Because Vilgax is a loon and wants to find out how the Hell Ben's doing this 'Ultimate' thingy. Although knowing how he does it isn't gonna change the fact that not only did you not follow Guild procedures and attacked without any say-so, you lost three of your men to a teenage boy! I mean, C'mon Vilgax! At least put a little thought into this!"

Glaring at Monarch, Vilgax replied: "I have indeed put some thought into this, fool. You're aware of how chess is played, correct?" Monarch nodded in response to this question, though he still did not understand what Vilgax is going for. "The four that I have resurrected are the only ones who were able to retain Diagon's power. By reviving them and having them die again, I gain more power. When all four are dead, I will be stronger than ever before. But to be safe, I went over Ben's legal issues with some of his old...friends. With the aid of a friend, I found the perfect punishment for that brat: by brainwashing one of the Kamen Rider Club members to become a Horoscope and sacrifice her to Ben, therefore I shall win by default. Without the aid of his friends, I will gain the Omnitrix and rule over my universe and to Hell with your world!"

Monarch just shrugged his outburst off, but hearing that he may have a innocent girl die for him was troubling him. "Hey kid, you know that Vil's gonna have you die, right?"

"My master has only one need of me. I will do his bidding as he sees fit."

"Okay then. But if you ever wanna switch to something better, I always have job openings available." Monarch told Tomoko out of concern. Soon he was on his way, Vilgax following him.

Looking to see that no one was looking, Tomoko called for someone to come see her. "I sense no evil here, my love. You may come out now." From the shadows came a man in a brown school outfit and dark brown shoes. She knew this man quite well, as not only was he a fellow KRC member, he was also her boyfriend. Running over to hug him, she sobbed, "Oh Ryusei-san, I'm so scared. I knew that becoming a Zodiart was a big risk, but now we know that our friends are safe for now. This Vilgax truly is a monster and I fear that we must kill Ben to make sure that we can save not only our universe, but all others as well."

Stoking her hair, Ryusei whispered in her ear, "I don't think that Ben is truly evil, but after his arrogance helped free Diagon, I think the mutiverse would be much better off if he was gone." '_Not to mention the fact that Emoto is gonna pay for lying to me and everyone else'_ he thought. Pulling her into a tight hug, he told her something that made her very happy: "I will do everything I can to help our friends, but I need you to be strong for me, OK sweetie? Though there was tears in her eyes, Tomoko nodded happily.

"I hate lying to myself and playing the part of a slave. When the time is right, we strike Ben with everything we have." she said with a fierce look in her eyes, her black aura flaring out from within her.

Smiling, Ryusei replied to this in a way that made her pleased as punch. "Nothing would make me happier, Tomoko-chan."

But as the two were lost in each other's eyes, they were unaware that they were being watched by the man once known as Michael MoringStar. The doctors were unable to fix his jaw after Gen ruined it and now he was doomed to wear the helmet and title of DarkStar forever. Seeing the two lovebirds just made his blood boil.

_'Oh, you have no right to be happy, fools! For I shall assume the title of Satan and strike down my foes! You will be among the firsts to die or summit to my rule! For I will make even Vilgax bow to my greatness and mine ALONE!" _These thoughts were the only thing keeping Darkstar sane and even that will not last forever. When he finally falls into the grip of madness, Heaven only knows what Fate has in store for everyone...

_Venture Compound..._

Ran was deep asleep, but her dreams were not peaceful. Her mind was whack with the thought of Haru rejecting her out of fear and disgust over her becoming a Switcher. No matter when and where it happens, it always ends the same way: with Haru throwing away his friendship bracelet and walking away. But this time the dream was worst than ever and she woke up, she lashed out and struck Ben in the face.

Rubbing his sore cheek, Ben muttered, "Ran, Geez! It's me, Ben. You were having a nightmare and I tried to wake you up, but nothing was working. I know you don't like being touched, but what was I going to do? Have Sgt. Venture sing for you?" But Ran was not comforted by his words.

"No, it was not a dream. More like a vision of my future." Ran mused. "Switchers are feared throughout Japan and I was never the friendliest person around. I guess I'll always be alone. I know that the others suffered too, but at least they were able to have friends! I frighten ever the greatest martial artists in my world, Ben! When word gets out that I'm also a Switcher, my life is over! Because I'll just a monster, no matter what I am!" Having shouted out all of her innermost fears and doubts made Ran shaky and on the verge of tears. It hurt Ben a lot to see her like this.

"Look, I know you got a raw deal in your final year of middle school, but you were able to get friends that love and support you, Ran. Plus you're smart, you fight better than most other people I know, I know you can understand people, you're caring and kind, but most of all, I know you're a good person at heart." Ben then placed his hands on her face as he finished. "When you smile, it's like the fog of fear fade away. That's how much of a good person you are. Remember, we're all here to help each other out and I promise you I will never do anything to harm you, or anyone else."

Ran was at ease over hearing Ben's kind words and gentle tone. Though he was touching her face, she was not angry at him for it. Ben was in a way like Haru: gentle and shy, though Ben was never one to suffer bullies gladly, like herself. Giving Ben a cheery grin, she replied "Thank you for being here for us, Ben. I'm not used to letting my guard down for anyone and I want to open my heart to the world again, but I need help." With pleading eyes she asked of Ben this: "Please let me be myself again. The others are so happy over getting over their fears and I know it's in part of how much you care for us all. Can you be my angel and set me free?"

"Of course I can be that." Ben gently said. The two were then draw in a friendly hug as the tears flowed freely from the both of them.

"It's OK, Ran. Just let them all out." It was good for both Ran and Ben to get all this out and done with. With any luck Ran will be herself again and Ben can go on to fight Vilgax with no doubts. But fate had other plans.

"I see him, men! Grab him! He's too dangerous to be allowed to run rampant all over the world!"

"There's no way in Hell that I'll allow the guy who kicked Brock Samson's ass to get away scott free! Hope you like the holding cells of the OSI Helicarrier, scumbag!"

"Ma'am, I'm glad he didn't hurt you, but Ben Tennyson is a wanted criminal for assaulting a fellow agent of justice. The OSI doesn't like free agents like this Ben go against Guild code. It makes things that must harder on us."

It was like a nightmare come true for Ran: Three agents of OSI grapple lined their way to where Ben was and handcuffed him despite the fact he did no harm to anyone innocent. Worst of all was the fact that she was helpless before them, as she knew that if she fought to free Ben, they would arrest her too, and she didn't want that.

Before it was even 10 o'clock, Ben was dragged to a fighter jet, itself flying to the gigantic aircraft that was the OSI's hombase of operations. One of her friends was a victim of the sheer paranoia of this world and she was forced to watch them take him away.

Though she cried out over how unfair this was, (and she's right.), Ben was no longer with her and her friends.

Now he was a prisoner of the OSI, because of circumstances beyond his control.

_Later, on the OSI helicarrier..._

"OK, ya losers! Rath don't take kindly to gettin' kidnapped and if ya think Rath'll stay still, then you got another thing comin' in the mail!"

But Rath's threats were not fazing the man before him. Clad in a variant of the OSI uniform, with shorts instead of long pants, he was the man in charge of everything OSI had to offer. Once he was just a normal member, until OSI's overall corruption lead him to revive Sphinx, a old terrorist group that OSI wiped out in the 1980s. Having reformed it with the best OSI has to offer, he lead them against the worst this world has to suffer with. When the former leader of OSI, General Treister, shot himself into space in the hopes that aliens will find him, bring him back to life and cure his cancer, (Even Yuki, who is overly fond of space at times would find General Treister's stunt to be stupid), the man known as Hunter Gathers took command.

"All right, who sent you, boy? Why did you kick the crap outta one of my best men?" Rath changed back to Ben and before he could go change to Crashopper, Hunter tackled him to the ground and sits on his chest, holding a knife to his throat. "What do you want from me? Who sent you, you bastard?" Hunter barked, barley contained rage bubbling from within him.

"Look, you may not believe me, but I'm trying to stop a guy called Vilgax from gaining all of a demon's power. He only has one third of it, but should he get the last two parts, consider your world SCREWED. Trust me on this, dude." Ben snarled back, though his nerve was leaving him.

Ben's story was not one to be easily believed, but since Ben was forced to take his shirt off, Hunter could see the scar that he gained from one of his battles and from that moment on, Hunter liked the boy as if he were his own son. (Though he may never tell him that to his face)

"Allright, sonny, I can tell that you're on the straight and narrow, but you are a wimpy little boy." Hunter told Ben bluntly. "From what we know about you is the fact that you can turn into 'aliens' and use the powers each form has. We know you're a good kid, but you are a terrible fighter. When we found out you defeated Brock Samson, we knew that if we didn't draft you, you'd just be a smear on the wall from everyone that has a grudge against OSI. Well, we just saved not only your life, but those of your friends as well, Benny boy! You're O.S.I.'s baby now. Are you prepared to do whatever your country asks of you?" Hunter asked.

"Um, yes, I think." Ben answered unsurely.

"Can you keep your head about you when you're confronted with mind-blowing weirdness at every turn?"

"Dude, no prob!"

"Are you ready for anything?"

"Yeah"

Hunter took the time to pause and catch his breath. "Are you still ready for anything?"

"Yes, I am!"

"Wrong!" Hunter shouted as he punched Ben in the throat, making him cough up blood for a bit. " Lesson number one: trust no one. Minute God crapped out the third caveman, a conspiracy was hatched against one of them. Get up, damn you!" Ben did so because Hunter's shouting was hurting his ears. Hunter then threw Ben a OSI uniform. "Slap 'er on, kid. your training starts now. When I'm through with you, you'll be a member of the elite agency that's been thanklessly defending this big-ass country since the second American Revolution... the invisible one. Welcome to the Office of Secret Intelligence, Tennyson!"

_Venture Compound..._

Ran filled the Kamen Rider Club over about the horrible fate that befell Ben and they were understandably horrified about this.

"I thought that the OSI were good guys, man! These guys are super freaky and it's bugging me out!" JK whined.

"JK-kun, calm down. Dr Venture has ties to OSI, so we can track them down. Hopefully they won't hurt Ben too much before we save him." Yuki pouted. She was as scared as JK, but she knew that as chairwoman she had to keep up the spirits of her friends. Seeing her fellow club members being this down in the dumps was disheartening to her and she was the kind of girl to do whatever is in her power to make them happy again.

"Yuki-chan is right. Dr V. may be our best bet at getting our pal back!" Gen declared, doing his favorite pointing motion to highlight his determination. Ben was as much a friend to him as everyone else and he'd be damned if he would allow any harm to befall the Omnitrix wielder.

"The X-1 can get us to where Ben is being captive, but we don't know where their base is. So until we can get a solid lead on OSI's location, we're stuck here." Erin stated, although she wanted to save Ben as badly as the others. Like Yuki, she too was hoping that Ben would not be harmed, but the both of them knew that OSI may be willing and able to bring harm to Ben, and that thought was scaring them a lot.

Tojiro was mad as Hell and he wanted to share his thoughts on this matter. " Look, old people hate when young kids like us barge in uninvited and there's TONS of weird stuff here. If we were a counter terrorist group and we couldn't use the moon, where would you go that you know no one else would be able to, without help?" The others guessed correctly and all of them said, "The sky!" in realization.

"Wow, you kids are sharp. But do keep in mind that Sgt. Venture and Brock are recovering and I don't have clearance to board their ship. So Ben's going to be on his own until we can come up with a better plan." Rusty told them with his usual deadpan manner. Gentaro looked ready to murder Rusty and it was taking all that his girlfriend and his friends had to keep him from making things worst.

Rook however had a plan. "From what I was able to see on the files stored onsite, you do have a contract for weapons development, Dr Venture. If we can pass my Proto Tool as a device of Earthly origin, then we can go onboard and get our friend back." he calmly explained to them all.

But of course there was one more thing to worry about. " OK, so we know where Ben is and how we can get on their ship, but just where is their home away from home?" Ran asked. Having that brought up again brought the good mood crashing down and once more were the KRC members lost on what to do now.

"I believe I may the answer you are looking for." Emoto said, as he came out from his room. "With some help from a friend of mine, I was able to locate the OSI main base. Seeing as Ben is a unknown factor, he is most likely to be held there. But other than that, I have no further information on this, though I wish I knew as much as the rest of you, my friends." His sorrowful expression told them all the truth: Emoto wanted to save Ben too and all this uncertainly was killing him.

Gen had a idea, but even he knew it was a shot in the dark. "If we can't find Ben here, then we'll just hunt these OSI guys down ourselves!" he suggested with his usual hyper active energy. The KRC gave him smiles of approval, as they know where Ben is and there was no point in sitting on their thumbs, waiting for the Omnitrix holder to come to them.

They're just going to go in uninvited and if OSI doesn't like that, hard cheese! Kidnapping is a crime and it was high time OSI was reminded of that.

But even as they boarded the X-1, they were blind to what fate, in the form of Darkstar, had planned for them.

_OSI Helicarrier.._

The OSI was used to weird crap, but Ben was something else. Now Ben was the form of Loadstar, deflecting their bullets into the walls and slashing at the armed men with his claws, though he just wished to draw blood, not kill.

Eventually they got sick of this and went for hand to hand, but Ben changed to Diamondhead and just let the fools break their hands on his crystal hide. Chuckling despite himself, Ben then slammed his fist down hard, as diamond pillars erupted from within the floors, knocking them all back. Hunter then called them off, as he knew that Ben was not ready yet.

But time is never really fair to humans, as the KRC and OSI will soon discover.

_A half hour later..._

"Well,well! I didn't think you had it in ya, lad, but you just may be the best damn OSI agent of all time!" Hunter gushed. It took Ben little time to grasp how to work things on the Helicarrier, (though to be fair, Ben is used to working more complex things back home)and he was pretty much the best guy there.

But in his heart Ben wasn't too thrilled by this. _"What I won't give to just go home and be with my friends. The KRC is worried sick about me, but these guys are loons! However I can't just sneak off on them, they'll know something's fishy if I'm gone for too long. I'll play the role of the good solider for now, but when I get the chance to, I'm bolting!"_ Ben may be considered immature by a lot of people in his home dimension, but he's smarter than they, and most others give him credit for. He knew to think his plan in his head rather than whisper it and risk Hunter finding out that he's not intending to stay here.

But Hunter's good mood was ruined by the panicked shouts of a young solider and he looked frighted beyond belief. "SIR! We have enemy agents onboard and they want Ben! I don't know how long we can hold them off!" he whimpered, as his brow was soaked in sweat.

"Don't get all nanny-fanny with me, solider!" Hunter snarled as he slapped the panicking man sharply across his young face. "Just who in the Hell is dumb enough to attack OSI HQ? Apart from the Revenge Society."

Soon a steel cable shot out into a wall and riding on it was Fourze, using his Hand Module to slide over while using his Hee-Hack Gun and Gattling Modules to rain fire AND firepower onto the armored OSI grunts, knocking them all out cold.

"Ben-kun!" Ben could tell that came from Ran and she was the first to get to him, hugging him tightly, as she sobbed. Ben stoked her hair and let her get this out of her system and she thanked him for allowing her to do so.

Landing with a thud, Gen called out to Yuki. "Your plan on using Hand with Fire and Gattling was a complete success, Yuki-chan!" as he gave her a hearty thumbs up.

"I can't take all the credit. Erin-san helped pick out the Switches to use." Yuki admitted modestly as she turned to Erin. "Thank you, Erin-san" she told her friend and friendly rival with a sincere smile on her face.

Erin chuckled a bit and said, "Don't sell yourself short, Yuki-san. Finding out that Rook's Proto Tool can fire steel cables was a genius part on your end!" as the girls did the KRC handshake.

"I do pride myself on my knowledge on technology, but I think we all deserve equal credit for 'busting' Ben out of here." Rook stated, as he withdrew the cable back into his Proto Tool and placed it back onto his back. Turning to face Ben, he said, "I take it you don't want to be here any longer,am I right, partner?"

Ben's face lit up when he heard that. "Dude, I'm been wanting to go ever since I got here! Like I wanna be here as some OSI drone the rest of my life!"

"Well then, shall we get going?" Ran asked humorously. Ben nodded and soon the two of them were with the others. "I can't ever thank you all enough for everything you've done for not only me, but our friends as well." the Aikido fighter said as she bowed to her seniors in gratitude. "But Ben, you are the one that helped me the most with myself. If it weren't for you, I'd be in deep trouble or worse. Thank you for helping us out and bringing our true selves back." she whispered as she took Ben's hands and placed them in her own.

Ben flashed his cheekiest grin and held onto her hands gently. "It's no biggie. You're all my friends and just because we met under crappy circumstances don't mean that we have to be enemies. I just wish more people were like you." That got a big "AAWW!" out of everyone but Rusty, who was gagging over the sentimental moment.

Groaning in frustration, Rusty was whining "I really would love to go home now! Can you people hold it in for just one minute?" Throwing up his arms to highlight his point, he muttered "Goddammit." under his breath.

But the peace was ended as soon as it started when two figures burst though the walls of the helicarrier.

A very cheesed off Meteor in Meteor Storm form and Tomoko in her Ophiuchus mutation.

"My fate will come forth a storm!" Ryu raged at the hapless Ben, as he pointed the Meteor Shaft at Ben's face.

Tomo just hissed at Ben, then the two attacked Ben with a fury unlike anything Rusty had ever seen. Ben just had enough time to turn into Chamalien and struck Tomoko in the stomach, sending her back. He then cloaked himself and ran all over the place, frustrating Ryusei, who had never fought a opponent that could go invisible before. Kamen Rider Meteor was fighting blind and his anger was showing, leaving him vulnerable to a stinger strike from Chamalien, knocking the wind out of him.

Shaking his finger, Chamalien scolded them by telling them that "You two are really missing the point of being my foe-" but he was cut off by a harsh punch from Meteor, and it was enhanced by the Mars setting on his Meteor Galaxy. Ben was still standing by the good graces of Chamalien's sticky feet, but he had to spit out a pint of blood in order to not choke to death. "UGH! Did not miss doing this all that much." he bemoaned outloud.

The KRC was trying to get Ryusei to stop, but once Ryu has a foe that he hates in his sights, he's pretty much blind to the world around him. But Emoto was able to stop him and cancel the Meteor form with one word:

"Cancel."

Just like that, Ryusei powered down and landed on his butt. "Tachibana, what is the meaning of this?!" he snarled, not caring that Emoto wasn't wearing the Tachibana helmet and there were other people on the carrier.

"From what I overheard from your Meteor Switch, you think that Ben is responsible for our friends' current predicament. But in fact, young Ben is the reason we were able to return to human form. He may not be the most polite person I've met, but he played a big part in getting to see the bigger picture in life, as he was with Gentaro." he explained, as Gen nervously rubbed the back of his head. "The guilty party is a old foe of Ben's, who is known as Vilgax. He tricked you into turning Tomoko into a Horoscope and attacking Ben. I believe you owe us all a apology." Emoto's brow was furrowed in not anger, but disappointment in the young Rider.

Ryu and Tomoko were upset that they were tricked like this. Ben just smiled and chuckled "No biggie. Happens all the time with me." But the good mood was shattered by the sight of Darstar, Vilgax and a purplish-black box that sent Rook into terror sweats.

"Ben, that is the Anihilaarg! It can destroy a entire universe! We have to get it out of this dimension NOW!" Ben never heard Rook panic like this before and he knew that he HAD to get this thing out now, even if he couldn't pronounce its name.

Vilgax just smiled at the sheer fear in Rook's eyes. "Oh, this isn't meant for this universe, nor the one our dear KRC comes from. No, this is meant for yours, Ben Tennyson!" With insane rage, he threw the activated device into a portal to Ben's universe.

"You doofus! That's your universe too! You'll kill everyone of your allies too!"

"Ah, dear Ben. If I am to lose this day, then I can at least watch you suffer" as he slammed Tomoko into a wall and drained her of her Horoscope powers. Holding the Ophiuchus Switch in his hand, he then let in sink into his flesh, its power now a part of his very being.

"Now witness the true coming of Vilgax!" he raged, as Darkstar blasted Ben with his dark power. But Ben had fought Darkstar for a long time now and had just the form to counter his attacks.

Selecting the form of Chromastone and pressing down on the dial that popped up, Ben changed to the form of Chromastone. But he wasn't done just yet.

Ran stepped up to Ben's side and let her innermost feelings out at long last. "I know what it means to be a true friend. I will honor and treasure our friendship forever, not just the one I share with Ben, but with all of you as well." Turning to face her friends, she smiled warmly at them and they in turn smiled back, allowing the Pisces power to go from her to Chromatone, changing his pink crystals to red, his shoulder armor to bulk up slightly and causing his body to gain red crystal lines on his upper arms, torso and outer thighs, as the now red crystals on his chest and back grew to be just a little bit longer, as the Pisces symbol formed on the Omnitrix, where the hourglass symbol would normally be.

"Ultimate Chromastone!"

Darkstar was not impressed. "Hmmp. Prove to me that this is more than cosmetic, Ben. For I am now Satan in soul!"

"Bring it, Mikey!" U. Chromastone blasted Darkstar with a laser attack, sending him crashing down. "Not bad, huh? Pisces are the guys and gals in touch with the universe the best, so their kind natures and deep understanding allows Chromastone to absord energy without having to wait for someone to hit him with it!" Grinning like a cheeky boy, he called out "Cool Beans!" and did a thumbs up that would do Johnny Chimp proud!

_"Ben is smarter than he lets on. He was acurliy able to state the effects of Ultimate Chromastone without my aid." _Emoto smiled at how much Ben had grown and it's safe to say that he was happy with Ben. All of them were. (Well, maybe not Rusty)

Getting up, Darkstar snarled "I'm not dead yet! Gloat when you're sure of victory, and not before!" as he blew a hole in the ceiling and flew out, Ultimate Chromastone hot on his heels

"Good luck, Ben!" the KRC called out, Ryu and Tomoko included. But Rook was terrified at the danger his universe is in.

"Ben will win, Rook. He has too much to lose to slack off now." Emoto comforted the blue armored alien. Rook smiled a little bit, but he still had doubts. Ben will put his all in this fight, but can he take down Darstar before all is lost?

That was the first thing on his mind right now.

_Outside..._

Vilgax had teleported back to the Cocoon, leaving Darkstar on his own. Not that Mike really needed to be seen by Vilgax. He would kill Ben with his own two hands! "It's high time you learn how is your true master!" as he shot off two dark energy blasts at Ben, who countered with two of his own, each in a rainbow of colors.

"You're gonna have to do better than that if you want to hang with me!" Ben taunted, making Darkstar enraged to the point of wishing Ben dead. Ripping a piece of the OSI Helicarrier off, he then threw it at Ultimate Chromastone, who dodged it with a little difficultly. "Somebody needs a time out!" Ben laughed, placing his hands on his hips to taunt Darkstar some more.

"You FOOL! Did you really take the time to stop and think for just once in your worthless life? Vilgax's Zodiarts are stronger than ever before and when he regains his true power, then he shall rule over all! The Anihilaarg cannot be stopped! Your world is DOOMED!"

Ben's mouth was agape with horror and disgust. "Gwen's in there, you nutter! Don't you care about her anymore!" Seeing Darkstar just shake his head to say no told Ben all he needed to know. "You're willing to die just so Vilgax can gain the share of power Elana had. Well, I'm not letting that happen!" as he flew into Darkstar and headbutted him with more rage than he ever felt before.

"Emoto! I think I figured out why Vilgax's goon squad was willing to die for him! He's soaking up their powers and adding them to his own! How can we stop this?"

_Inside..._

From the relative safety of the OSI Helicarrier, Emoto radioed the info that Ben could use to win this. "I've been working with Jonas on a portal to get us home! If I'm guessing this right, then wiping Darkstar from existence will reverse Vilgax's power drain and allow you to defeat him!"

Turning to Rook, he put his fears at rest to the best of his ability. "I'm only able to save one world. You suffered enough at the hands of Vilgax. I'm saving yours, but I don't know where it's ending up! This is all I can do for you right now." he told Rook as his face lowered.

"It's more than enough. Thank you for saving my world. But What about Ben?"

Looking up, Emoto didn't really know what to do. "He'll be needing you more than ever."

_Back outside..._

"Ha ha ha! Can you really do it? I'd like to see you try, 'hero'!

U. Chromatone just furrowed his brow and grabbed onto Darkstar's head. As a portal opened up behind him he answered this back to the former Dark Aquarius. "I think I'm more than able. You took my family away from me, monster. At least I can cripple Vilgax and take you out!"

Darkstar was begging from his life, but Ben was having none of that and threw him right at the Anihilaarg just as it was going off. Soon there was nothing left of Ben's universe.

Thankfully the portal closed as soon as Darkstar was at the other side, but the damage was done. Ben will be homeless forever.

Landing and returning the Pisces power to Ran, Ben wondered outloud what to do now. "Crap in a hat. I'm glad that Rook's world is safe, but what about you guys? Azmuth and Paradox are dead, so I can't ask for their help and my Omnitrix is worthless now. What am I gonna do now?"

Hunter had the answer to that. "I thought you were some punk with too much power, but you got a clear head on your shoulders. At the very least, let me get you buddies home."

That was more than enough for Ben. Holding back tears as Emoto opened a portal back to their world, he at least had to say goodbye.

"You guys are awesome, you know that, right? I hope that you will make your world a better place for everyone. Don't worry about me, I can deal with Vilgax. Done it before and I'll do it again!" as he smiled, though he was hurting inside.

Ryu was the first to speak. "I'm sorry that my first meeting with you was least than satisfactory. When we meet again, I'll make it up to you, I promise!"

Tomoko was next. "Ryu isn't the best judge in character, but he means well. You are a true hero, mister Tennyson."

Gen was third. "You're one of my best buddies, Ben-chan! When you get a new pad, feel free to stop on by and meet the others! They'd love to see you!"

Yuki was up now. "Thank you for bringing us all together. I know our teacher will be pleased to hear that his hero is as brave as he thinks he is."

Erin wanted to share her two cents. "Being with you really mellowed me out a lot. I'm planing on naming my first born son after you." she giggled.

Ran was speechless, but she was able to hug Ben goodbye. "I'll miss you too, but I'll come and vist you all as soon as I'm able too, OK?" Ran was very happy to hear that and told Ben that she'd like him to meet with Haru when he was over.

"You rock, Ben! We'll miss you, Ben dude! Kick Vil's ass for all of us!" JK and Tojiro said together, as Emoto nodded.

Soon everyone in the Kamen Rider Club said "Good bye Ben! Never lose your fighting spirit!" and walked into the portal. At long last they were home again.

Ben was pleased that Vilgax was crippled and Rook's planet was safe and sound, but he was upset that everyone he knew was gone forever. Gwen, Max, Kevin, his family, his friends other that the KRC. It would take some time to get used to.

But that wasn't important now. "Rook, Rust, we still got a job to do. Vilgax MUST be stopped. No matter the cost!"

**Next time: Vilgax has lost the power of Diagon forever. Now stuck with just his normal power levels, he wishes to kill Ben once and for all, now that the Kamen Rider Club is home, safe and sound.**

**But Ben and Rook are willing to put Vilgax down too! But could the lost soul of Monsteroso play a part in the final battle? Will Rusty ever stop being a sourpuss?  
**

**Find out in Part One of "The Endgame!"  
**

**AN: I sent the Kamen Rider characters home early because trying to write for both the Ben 10 and VB characters and them was getting to be too much for me. I guess I can't write for KR characters at all, huh?  
**

**But don't fret too much: The final part of the Diagon Trilogy will take place in the world of Kanon and when it's over, I'll start my new Ben 10 series: Ben 10 Zodiac Warrior!  
**

**Until then, Have a Happy Halloween and I'll see you all in November!  
**

**AN2: From now on, there will be no more Gwen and Kevin, because they're dead. So if you wanting Gwevin, you'll have to go to another story, OK? It's just that I dislike those two a lot and I couldn't find a place for them in this story.  
**


	9. The Endgame! Part 1

**Disclaimer: All characters and themes are the property of their respective owners**

_Venture Compound..._

Yesterday was a roller coaster for Ben. Sure, he was able to get the Kamen Rider Club home safe and sound, plus he crippled Vilgax by having the Annihilarg destroy the parts of Diagon in him, so that was a plus and a step in the right direction.

However, said Annihilarg left Ben homeless and a orphan, his universe gone forever and all his friends from there gone as well. As far as he knew, only he, Rook and his people, Vilgax and perhaps Julie were the only survivors. Now with the KRC members home and his Omnitrix powerless with the destruction of Primus, Ben was royally screwed over unless he could find a new power source. That was going to be a bear, but Vilgax is still possessing the powers of the aliens he drained and killed, plus he had the backing of the Guild. The last few times he fought Vilgax he won only because of the aid of his friends and his Ultimate forms.

But Ben was ready to fight Vilgax and Rusty may have a plan. Hopefully.

"I really don't want to deal with some crazy squid man attacking me, and your Omnitrix is weird, even by our standards. But my brother was able to jury rig a power source for it by building a relay station on a nearby star. Don't ask me how he does these things, he's a weirdo that I may never understand." Rusty was overwhelmed by the drama that was unfolding, but he was glad that Emoto, before leaving had Jonas, with the aid of Gavan drones, build a new Primus in case Vilgax destroyed the first one. However, those drones were gone, and they didn't know if this was going to work.

Looking at Rusty with determination in his eyes, Ben was willing to deal with the worst, but was secretly hoping for the best. "We won't know until we try, right? Vilgax took everything from me and I'll be damned if I'm just going to sit here and let Vilgy run wild." he declared with a fire in his eyes. Turning to face Jonas, he was ready for whatever happened next. "Let's get this puppy online! We got a omniverse to save!" Jonas was pleased to hear Ben's heroic tone and steely resolve. He turned the device on with no trouble at all and Ben's Omnitrix hummed to life once more. Only this time he regained the three he lost during his battle with Cyber Vilgax: Fastrack, Jetray and Feedback.

Rook was happy that his world was saved, but knowing that everything else was gone was weighing heavily on him. "Ben dude, I'm glad that the Omnitrix is at full power, but can we stop Vilgax by ourselves? The first time you fought him during your teenage years, you nearly lost Chromastone. Are you absolutely sure about this?" he asked uncertainly.

"We may not be able to, but our friends have suffered enough at his hands. We owe it to them to take Vilgax down for good." Ben stated, bringing his fist into his open palm to drive the point home.

Rook smiled at how well Ben was holding up with this. Vilgax was a monster and dealing with him once and for all was going to be a treat. The two partners did the KRC handshake to clement their new understanding of one another. This will not be easy, but with two parts of Diagon gone for good, Ben knew that Vilgax was going to pull all the stops out. If there was ever a time to prove that Ben was a true hero, now would be that time.

_The Cocoon..._

Vilgax was furious! He lost the power of Diagon when Ben threw Darkstar into the Annihilarg's path, wiping all traces of the dark one from his body. Now he only had the 13 Horoscope Switches and he was unable to use them as intended. Making matters worse was the fact that his action were being recorded and the Guild was not pleased that Vilgax violated everything that it stood for.

But legal drama was nothing to Vilgax. Soon he would have his revenge. He knew that Ben would find a way to regain his power. That did not matter to him. But he would require a new base and Monarch was no help at all during his attacks. Soon enough the Monarch and his wife stormed in, mad that Vilgax wasted their time.

"What. The. Hell? You're a total basket case, you know that? You killed everyone that ever knew you, and for what? To get back at some kid? Even The Revenge Society would be disgusted by what you did!" Monarch snapped at Vilgax, rage shining from his face.

Placing a hand on her husband's shoulder to calm him down, Dr Mrs. the Monarch stepped in to finish. "You are under arrest for gross misconduct and mass murder on a scale that we believed was impossible until now. You are entitled to a lawyer, but unless you have Monsteroso, you're outta luck, Vilgax!" she said with great anger in her voice. But the two butterfly villains were stunned by what they heard next.

**"I assure you both, Vilgax is beyond the Guild's influence, you two. He was once a invader in my own body, but as time went on, I began to see his viewpoint and it was the right one. It was easy to trick Ben's enemies to get the Annihilarg and use its power to deny Ben any allies that may turn the tide of battle in his favor. But We also needed to make sure that this was under Guild code, so we killed Vilgax's allies too. But I doubt you will ever understand his greatness. You were always too simple minded to truly see the universe, Monarch. It's time the butterfly emerged from its cocoon at long last!"**

Frozen in fear, the two were only able to watch the merged form of Vilgax and Monsteroso, dubbed Monster Vilgax, place the 13 Switches into specially made slots, using their power to turn the Cocoon into a giant mecha butterfly...of DEATH.

Monarch was too shocked to reply, his mouth agape. So was his wife, though she was able summon the Moppets. They instinctly knew to defend their 'mum' from this threat and tried to stab Monster Vilgax with their knives. They were unable to break his skin and so the Murderous Moppets were forced to fall back.

Laughing at their fear, M. Vilgax raised his arms up and roared in triumph. He soon had the foursome captured and contained and went to have the Murderfly rain death and destruction whenever he saw fit.

"No one can stop me now! NO ONE!" Vilgax then went into a insane laughing fit and was totally blindsided by a robotic fist slamming down on the Murderfly's head, rocking the craft and sending Monster Vilgax on his butt.

"Who dares to attack the savior of this worthless, backwater world?!" he bellowed, spit flying out of his mouth.

"I dare!"

From the main cockpit of Ventronic was Jonas Jr, ready to defend his world, along with Sally, Ned and the reluctant Rusty (The Pirate Captain was taking a break and Rusty was taking his place) Ventronic was a thin looking blue robot that had a clown's head for a right arm. Red plating was on its chest and in its sole hand was a sword. Jonas was feeling good defying Vilgax and this was a perfect chance to test out his mighty robot.

"All righty then, is everyone ready?" Jonas asked his crewmates.

"I'm all set, love. Let's end this!" Sally replied.

"Ned ready to make slam slam!"

"Ugghh. Ready." Rusty deadpanned.

Giving them all thumbs up, Jonas said that it was time to "Attack!"

With a flap of its wings the Murderfly sent energy waves at Ventronic, but its sword repelled them away. Vilgax cursed the robot and all piloting it and fired off a laser beam from the Murderfly's mouth.

With a hearty laugh Jonas taunted "You'll have to do better than that, Vilgax!" and spun the sword to sent the beam back at Vilgax's craft.

Vilgax swore at the top of his lungs over this. To think that humans were fighting him at a equal level! It was insulting!

**"If I may be so bold to suggest a new plan, we can turn this fight around, master." **Monsteroso suggested modestly. Vilgax growled at the nerve of him to talk to him right now, but he was willing to overlook this.

"I'm listening. But make it fast."

**"Maybe if we used missiles instead, we could catch them off guard and perhaps win this fight."**

Nodding to say that he approves ofthis idea, Vilgax then fired off some missiles at Ventronic, rocking the craft back and forth, but overall did little damage to it.

Regaining his bearings, Jonas then turned the viewsceens on to check on his crewmates.

"Status report!"

"The legs are a tad wobbly, but we're still airborne, love!" Jonas loved Sally a lot and seeing how well she handles herself in a stressful situation is reminding him on how he fell in love with her all over again.

"Your robot's holding up rather well. But I'll be glad when we land once this is over. My butt's falling asleep!" Rusty whined.

Laughing it off, Jonas replied "Mine too, brother." He then turned to Ned's screen and the gentle giant was shaking in fear. "Are you OK, Ned?" he asked in a soft tone of voice.

"Ned made boom boom."

Rusty just facepalmed at this.

"If you're done floating around, then die already!" Vilgax resumed his attack on Ventronic, this time optioning to just have the Murderfly swoop in and grab onto the blue robot. With a evil laugh, he pointed at them and told them something that made even Jonas scared. "This universe shall be mine forevermore, and I shall build it on your bones!"

His triad was cut thankfully short by a beam attack...from Way Big.

"Hey, Vilgax! Try picking on someone your own weightclass!" Way Big bellowed as he tore the wings off the Murderfly, sending it into a tailspin. (No, not the Disney show!)

Luckily, all hands on deck were able to fly off the ship before it crashed, though Vilgax, the Monarchs and the Murderous Moppets were still on board when it crashed into the deep blue sea, though the power of the Horoscope Switches was keeping it afloat.

Rook was flying the X-1 and was ready to settle this once and for all. "Let me land this fighter jet and I'll join you shortly, Ben dude!" His tone was angry, but Ben knew he was mad at Vilgax. Going from Way Big to Jetray, Ben dived into the cold waters of the ocean and swam towards the ruined base, Rook already then and waiting for him.

_Inside the Murderfly..._

No longer was the inside purple and pink. Now it was red and grey, with a stream punk look to it. Sparks were flaring up and wires were hanging all over the base. The lighting was worse off than before, but Ben and Rook were able to see just fine.

It didn't take long for the duo to reach Vilgax, who was unharmed from the crash. "Ah, if it isn't my old 'friend', Ben Tennyson and his pal of pals, Rook! A pleasure to see the both of you this fine day." He was being unusually pleasant with the two, but he then scowled and raised his arms into the air, as he thundered "The day of my assenting! The day you die once and all!"

Ben didn't respond to that thinly covered threat and just when to Rath, slashing at the hybrid monster with mindless rage, as Rook fired arrows from his Proto Tool at Vilgax. But their attacks were doing little harm to the alien madman.

"Ah, do you wish to play with me?" he mocking asked them, then blasted them both with his arm lasers. They didn't hurt our heroes at all, but they did send them back into the walls of the dying base. "Over so soon? I expected better from you, boys!" That sent Rath over the edge, as he body slammed Vilgax with all his might, then jumped on top of him and started to tear into him with his claws.

"Lemma tell ya something, Vilgax, conqueror of ten worlds! Rath is sick an' tired of your crap! When you hurt innocent people from another universe and kill everyone in your own, that's crossin' a line! Now Rath's gonna shove it up your poohole!" The tigerman then grabbed a computer console and brought in down hard on Vilgax's stupid head, sending the ruler into a daze.

Vilgax is, if nothing else, a survivor, and struck Rath in the stomach with his booted foot, causing the alien tiger to couch up blood. Then, without taking his foot off used it to throw Rath over to the other side of the main command center.

Rook was not phazed by this and switches his Proto Tool to blaster mode and fired a shot into Vilgax's eye, blinding him in that eye. Without showing any anger he replied this to Vilgax. "You are under arrest for the murders of a entire universe and causing grievous harm to others from other universes as well. You are hereby sentenced to death by Plumber Code. You are not entitled to a lawyer." Pointing the gun straight at Vilgax's face, he then said "Do you understand these rights as I have stated them to you?"

**"Denying a man a lawyer is a serious offense, lad. I sagest you rethink your plan of attack, lest you make a fool of yourself."**

"Monsteroso?" Dr Mrs. The Monarch was shocked to hear the devil-themed lawyer's voice after so long. "What the Hell did Vilgax do to you?" she whimpered out, her steely resolve leaving her**.**

**"I evolved, madam. Vilgax is the true ruler of not only our universe, but all others as well. When this is over, I shall personally oversee to it that Tomoko, Yuki, Emoto, Tojiro, Erin and Ran are executed for defying the will of our master. All shall hail Vilgax as the true God, or die."**

Monarch was trying to get a protest out, but what he heard was disgusting! Monsteroso was brainwashed by Vilgax, and he couldn't do a damned thing about that! But perhaps he could stop this madness so he can get back to arching Dr. Venture.

"Ben! If any of those stupid aliens can redirect his power back at him, now would be splendid!" Thankfully, though Monarch was scared out of his mind, Ben understood him perfectly and switched to Feedback, now with lime green replacing the white.

"Oh yeah, Feedback is back! Get ready for a beatdown, Vilgy!" With one tail swing, Ben brought both the battle back in his favor and Vilgax on his can. Then he shocked Vilgax with enough electric power to make certain Sith Lords green with envy. "I normally would lay off on doing this, but you don't deserve any mercy, Vilgax! Prepare to die!" Ben coldly replied, his cycloptic eye narrowed in a hateful glare.

Before Vilgax could understand just what Ben was trying to do, Feedback placed his golden fingertips onto the device that held the 13 Zodiarts Switches and drained them dry. "Rook, get these guys outta here! I'm bringing the house down!" Rook didn't fully understand the reference, but he still got the foursome free and let them to the X-1, taking off without ever looking back.

_"Ben, please be safe and come back to us. You promised the Kamen Rider Club you'd visit them. Don't break their hearts, I beg of you." _Rook pleaded in his mind.

Ben wasted no time after that and unleashed the full power of the Horoscopes in one BIG blast, right in Vilgax's face. At point blank range, baby!

Soon, a massive explosion rocked the sea, as the Murderfly blew up with enough force to cause a tidal wave to fan out from all sides. The X-1 was safe since it was flying, as was Ventronic.

But what of Ben? Did he survive his final battle with Vilgax?

As the mecha butterfly sank into the cold ocean depths, that was the only thing on everyone's mind.

Soon the Murderfly went beyond the lines of sights of everyone there, never to rise again.

**Next time: Ben and Vilgax are not done yet! They still have to end their last battle, and only one of them is leaving the Murderfly ALIVE!**

**What happened to Albedo, you ask? We'll find those two questions out in Part 2 of "The Endgame!" There's still a ways to go before we can call this said and done! See ya then!**


	10. The Endgame! Part 2

**Disclaimer: All characters and themes are the sole property of their respective owners.**

_The Ruins of the Murderfly..._

Ben had returned to his normal form after his last attack. He also wished that Vilgax had died right there and then, after all the pain and suffering he caused over the years. But Vilgax was alive, but he was at the end of his patience for the young man.

"I..'cough' never would...have thought you to..b-be this vicious, Ben Ten-te-Nyson. But thanks to your lack of judgment, you shall be the first...to suffer at the hands of my NEW BODY'S FULL POWER!" Ben was horrified that Vilgax survived that last attack. Either he would die from Vilgax or some other factor (I.E: Getting electrocuted by the stray power lines)

After shouting that to Ben, he underwent his final transformation. Spikes grew on his shoulders as his eyes darkened to a oily crimson, then Vilgax sloughed off the damaged form of Super Vilgax to show Ben a vision of true terror.

Now he was truly Monster Vilgax, a being of savage power and mind. With razor sharp spikes on his shoulders and knuckles, his mouth was full of jagged teeth, two glowing red eyes, and a sickly green tint to his skin, Vilgax was the stuff that nightmares were made of. His evolution cost him his wrist mounted lasers, but he could care less about them. They were only good for heating water and slightly burning the skin of his foes.

Ben just sneered at him and turned into Fourarms, then grabbed debris with all four arms and threw it at M. Vilgax, though it did little to no damage to the dark ruler. Fourarms was not a happy camper about this.

"Ah man! Can't you ever give me a break, Vilgax?!" Ben whined, knowing full well that Vilgax would give him no quarter. Nor would he as well.

_**"You cannot even begin to fathom how much pain you're in, child. I am the true master of not only this world, but soon all others as well!"**_ The voice of Monster Vilgax was overlaid with the voices of the 13 Horoscopes as well, giving him a frightening sound that shook Fourarms to his very core. _**"I have become one with the powers that were once your friends and enemies, boy! Now feel our combined hated and DIE!"**_ he snarled, as he jumped right into Fourarms, connecting a punch with Fourarms' jaw, sending the Tetramand crashing down on the floor.

Spitting some blood out, Ben resumed his battle with Vilgax. With loud and tacky heavy metal music blaring from the remaining speakers of the base, Ben did a short hop and using all the leg strength of Fourarms' people, Rider Kicked the merged monstrosity clear across the base, right into a lower level. If the Kamen Rider Club was still here, they would have been proud.

But Ben didn't want to endanger them any more. They wished to stay and fight, but Ben wanted them to go home and be safe. This was his battle and he was going to end it and bring justice to all those who died, or die trying.

M. Vilgax landed on his butt after skidding to a painful halt and though Gwen busted him for it constantly, Ben wanted to hype up his successful attack on the dark ruler.

"Aw yeah, Fourarms is still one of my best guys!" Ben cried out, as he switched to Big Chill and fired off icicles at Vilgax, drawing a little blood, but so far nothing worthwhile. Vilgax just laughed it out, then crushed a fish that had jumped up onboard by accident and ate it raw.

Hovering overhead, Big Chill snapped out "Murderer! How much blood must be on your hands before you see reason? You finally have the power you've been craving since Day 1, but is it ever enough?" His feelings softened and quietly asked "Will it ever be enough for you?"

Vilgax definitely roared out _**"Never! I will drown my foes in a ocean of their BLOOD!"**_ then jumped up and grabbed Big Chill's head and brought the moth alien down hard, face first. Laughing at Ben's pain Vilgax then kicked him in the ribs while he was down, bruising his left side. Big Chill was far from out and phased though Vilgax's shins with his arms, then deep froze them to the bone.

Vilgax just broke free of the ice, then stomped on Ben's head, causing him to see stars. While he was dazed Vilgax grabbed a wing and violently tore it off, making Ben turn back to human form. Ben was in too much pain to fight, but he cannot fall unconscious. He was fighting with all of his willpower to stay awake, for should he fall asleep, he would never wake again.

Vilgax was ready to land the killing blow, when a fire blast from Albedo's Swampfire rocked him away from Ben. _**"Albedo?! Why would you act now, after being here for so long?" **_But his question was met only by his cold red glare. Losing patience with his former partner, Vilgax tried to punch the Gavan turned Ben clone, but Albedo merely laughed and dodged the blow, then karate chopped the head of his attacker, sending him onto his knees.

"I found other employment. Consider this my resignation, you simpleton!" Albedo arrogantly spat out, then he was teleported away by a unknown factor. (We'll find out who was reasonable for Albedo's new allegiance in the next chapter, don't you worry!)

Blinking the odd light from his eyes, Vilgax got up and went back to Ben, but by this time he was back on his feet as well and was in his Goop form, slipping and sliding all over the place, burning Vilgax when he was close enough to do so. Eventually he got tired of this and reformed, then squirted Vilgax with powerful acid.

"Sucks to be you, huh?!" Goop taunted the monstrous alien, as his flesh sizzled and bubbled. But soon that stopped as Vilgax healed most of the acid damage away and Goop moaned in complete frustration. His lack of focus during this was nearly fatal, as Vilgax tried to smash his UFO, but Goop regained his bearings faster than Vilgax was able to react to, dodging his blow like a snake dodges his prey. Ben was in the zone and he knew to capitalize on that, oozing onto Vilgax and burning him some more.

Vilgax was enraged! Throwing the slime alien off of him, he then slammed his fist into the ground, causing it to crack all over. Ben switched to Heatblast to began to superheat the floor that Vilgax was on, burning him some more. Snarling like a mad dog, Vilgax then flew towards Ben and tackled him with great force, knocking him into the cold waters.

Snorting with disgust, Vilgax then started to walk towards the exit, but Ben was not dead yet. He knew that Heatblast couldn't survive in the ocean, so he went with Ripjaws and, using his mighty mouth and teeth, tore the flooring from under Vilgax's feet, sending him into the drink.

Vilgax wasted no time regaining his bearings and when he had Ripjaws in his sights, he started squirting ink at Ripjaws, blinding him and taking the time to uppercut him out of the water, making Ripjaws crash onto a terminal, shocking Ben and hurting him a lot!

Vilgax leapt out of the cold sea and grabbed Ripjaws' legs, then slammed him repeatedly at the metal floor. Ben got sick of this after three rounds of this and switched to Ghostfreak, phasing out of Vilgax's clutches.

"Pathetic! Did you think you could hold ME?!" Ghostfreak growled and slashed at Vilgax's face with his ghostly claws, drawing more blood and scaring the dark ruler for life. Vilgax got him to stop with a light grenade, driving the photosensitive alien off him and clapped his hands over his head, stunning him.

He then threw Ghostfreak at a wall, but Ben recovered faster than Vilgax had anticipated, going with Shocksqaush, who hopped onto the ceiling and unleashed a powerful electric shock from his mouth.

Seeing as the floors are mostly made of copper and copper is a wonderful electrical conductor, Vilgax got the shock of his life. "You feelin' OK? You look a little off colour." Shocksqaush mocked the smoking Vilgax, grinning like a child in a toy store as he got down and did a piledriver on Vilgax. Vilgax rolled away from Ben and was now well past the limits of his patience

_**"ENOUGH OF THIS CHILDISH GAME! You will die, mortal and I shall be your angel of death!" **_Vilgax bellowed and grasped Shocksquash's arms and spun him at speeds that would have made even Yuki and Erin sick, then tossed Ben like a sack of potatoes.

Ben was past the point of dragging this fight on any longer. "Yeah, I'm not feelin' like I wanna keep doin' this too." Turning the Omnitrix dial to NRG, he cried out "Time to really heat things up! Hope you like red hot action, Vilgy!" and pressed the dial, turning into NRG.

Monster Vilgax shoulder rammed NRG and kicked him in the chest, though Ben superheated the armor and burned Vilgax's foot, rendering him off balance. Chuckling darkly, he shot at M. Vilgax with a heat beam attack that singed his flesh, but M. Vilgax was not ready to give up yet.

He was advancing at NRG with murder in his eyes and when he got close enough, he placed his claws on the face vent, covering it and blinding NRG, then clawed at the armor four times and while NRG was stunned, did a one inch punch on his armor, sending Ben crashing down.

"OW." Ben rubbed the spot that Vilgax did his once inch punch and was horrified that Vilgax did damage to the armor. "You're failing the Gary Stu test, Vilgax! Might want to dial those attack back a tad, will ya?" he snarked at the dark ruler. But Ben knew that NRG in his armor was just no match for Vilgax.

There was only one option left and though it threatened Earth, he had no choice. Taking off his helmet, he flew out of the bulky suit and was finally seeing the true form of NRG for the first time.

He was a fiery being of redish energy, with glowing yellow-green eyes, two green straps on his chest that crossed over to make a triangle, with two green spots near his shoulders, black breifs that was held up by a green belt made from the Omnitrix, its main dial near his belly button, and two black and green straps on his arms and legs.

Sure, it meant that he was risking exposing the people of this world to fatal amounts of radiation, but there was no other choice. He had to end this NOW. Not after CSI, not after he took a nap. NOW.

"Let's end this." NRG hissed, the air near his mouth sizzling from the extreme heat that was coming out of him. Vilgax roared in insane rage and charged at NRG with blind madness, trying to crush his head with his claws.

It did not work, as NRG was out of his armor and was just a being of pure energy. Vilgax withdrew his hands from NRG's head, the skin of them bubbling as he was just at his limit for pain.

_**"What do you want from me, BOY?! Tell me NOW!" **_Vilgax shouted at NRG's face, his face contorted into a gross mess of anger and fear. NRG just smiled cruelly and said just one thing, his voice cold and dark.

"I want you to just die."

That would be the last thing Vilgax would ever hear, as NRG torpedoed his way though Vilgax's chest, tearing out his very soul. Ben was a little surprised that actually worked, but he figured that having soaked in so much negative Cosmic Energy, his soul was ripe for the picking to Prypiatosian-Bs. Shrugging it off, Ben then tore Vilgax's soul apart with a fury that would have frightened even Arggregor.

Ben was upset at himself over what he did. Sure, Vilgax was beyond redemption an d this was the only way, but damn was it painful to do, even to his most hated enemy. Returning to NRG's armor, Ben put the helmet back on and powered down, collapsing from all the fighting he just did.

Sighing, Ben was unsure what to do with his life now that Vilgax was gone. _"I can't die just yet. There's still work to be done, plus Rook and his people need me. But how am I going to do that?"_

As if he could read minds, Monsteroso answered Ben's unspoken question. "Keep on fighting the good fight, lad. I, as well as everyone here, owes you a debt of gratitude that we shall never be able to repay. You did what had to be done, and no one will blame you for doing your job. But the life of a hero is never easy. I want you to remember that you are never alone, Ben." Monsteroso was in much pain and Ben knew that he will not survive.

But the lawyer was at peace. "Thank you for saving my soul, as well as everyone else's. He was using my body to make Zodiarts Switches will greater power than the earlier ones, though you destroyed the only working prototype when you saved Brock Samson." he croaked out, coughing up blood as he was saying this to Ben. "You will find love again, Ben. I know it." Just before he breathed his last, he whispered "Mol...my love..." and went into the darkness that awaits us all when we die.

Ben closed his eyes for the lawyer, then turned into Jetray, flying out of the ship and into the sea. With a laser attack from both his eyes and tail, Jetray sunk the ship deep into the bone chilling waters, allowing Monsteroso rest for eternity.

Then Ben resurfaced and got on the beach, where Jonas, Rusty, Sally, Ned and Rook were waiting for him. Guild policy allowed Monarch, his wife and men to go free after Vilgax took their home away from them, but Ben wasn't worried about that at all.

"You did it, Ben! Vilgax was going to take over the world, but you pooped his party!" Rook cheered, overjoyed that their universe was avenged. But Ben was lost in his own thoughts, his mood dark and somber. "Ben?" he asked with sincere worry in his voice.

"I'm OK." Ben replied, his voice cracking from the hard work he put into stopping Vilgax for good. "But how are we going to find your world, Albedo and Julie? We can go to other dimensions, but we have no leads and our luck sucks right now."

What Rook said brought Ben out of his funk. "Our luck is about to change, dude. Jonas was able to find where my planet is!"

"Really? Awesome! But where is it?"

"That must be said and answered over at our home, with a cup of chocolate, Ben."

**Next time: Where is Rook's world? What do Albedo and Julie have in common? Perhaps most importantly of all, where are Ben and Rook going to stay? Find out in the last part of "Dash forward. three heroes!"**

**AN: **Ok, people, I really need constructive criticism for my work so I can get better, but I'm not really getting that. So here's what I need _**YOU**_ to do. I need constructive feedback and for that to work I need you to tell me that this and this works or that and that doesn't, and I need you to tell me _why_. I do _not_ want a run-of-the-mill review like "great chapter," "enjoying this," "loving it," "don't really like it," "it sucks balls," or even "WTH?." I'm asking for serious feedback.

Now I'm cool with you saying that you loved or hated this story, as well as my other ones as well. But I need detailed messages telling me WHY you feel the way you do about a certain chapter and/or story.

And no, I'm not bringing Ben's universe back.


	11. Is it ever over?

**Disclaimer: All characters and themes are the property of their respective owners.**

A day or so after his final fight with Vilgax, Ben unlocked a blue lizard-like alien in black and white tights. He remembered this alien from his visit to a possible future and dubbed it Articguana, since it has ice powers.

But he was feeling bluer than Articguana's scales, since he was in a sense homeless after Vilgax wiped out his whole universe. Rusty wouldn't want him to stay here forever and being with the KRC was out of the question. (Decade, a Kamen Rider that they know of, had a bad habit of killing other Riders on a whim. Ben wouldn't be able to tolerate that)

Just as Ben was finishing his brunch, Rook came in with great news. "Ben! I found out where my planet is! It's in a universe that has all sorts of cool magics and tech! Plus, there's a whole universe of wonders there for us to explore and learn about!" Rook was out of breath, but he couldn't be happier. He was so close to finding a new home for the both of them. IF he truly needed to rest, now was not the time. Plus, Ben needs this more than Rook and he knew that from the bottom of his heart.

Ben, however, was still in his funk. Articguana had used his awesome ice breath to turn the Venture lawn into a importune winter wonderland, which the OSI and Sphinx agents were enjoying. The little lizard was just lying there, arms crossed over his face, not wanting to face the world.

Rook hated to see Ben like this. If only there was a way to snap him out of it. Then, like lightning the idea struck him! "I was able to find living quarters for us on that universe's Earth, Ben." he calmly told him, with the seriousness befitting a Plumber agent. But he did lighten up when he said the next thing:

"There's cute girls abound there. Who knows, maybe you'll find your soulmate there." Rook said with a sly grin on his face.

Ben returned to human and was feeling better than he had in a while. "Girls, huh? Oh, We are so there!" as life and warmth returned to Ben's face. But he was a little bummed out over killing that couldn't be helped and Vilgax had to be put down like the wild dog that he was, Ben would never enjoy killing. It was one of his best qualities and it shall serve him well. "We'll leave here in the morning. I think maybe having a new stomping ground will do us so good." he thoughtfully mused as he stroked his chin. Maybe this was for the best.

After all, a break from killing Diagon parts was needed and there was only one left. How bad could that be, right?

_Somewhere else..._

Albedo landed with a skid, since the roads were iced up. He cursed the humans there for not salting the streets, as Dark Jetray nearly lost the skin of his feet to a good sized clump of ice that was in the road.

When he turned back to human form (a limitation that he will always hate) he saw a figure in the alleyways. It was Julie Yamamoto.

But she had changed. Her hair grew out to be nearly to her ankles, her body was covered by purple armor that had Gothic overtones and she wore a long coat made from the corpse of Cyber Vilgax, making her look like a angel of death. Her skin was paler than it originally was and her eyes were red with vermillion irises. It's safe to say that she would never be human again.

"Did you get it?" she asked with a polite, yet curt tone. Albedo took out Rex's head and she smiled. "I'm glad that you were able to get Rex's nanotech understood, Albedo. But keep in mind hubris is a fatal flaw of yours, so don't go patting yourself on the back just yet." Albedo nodded at what she said, though he was somewhat offended by this, ever if it is true.

"It was a chore to do, given the tech that was on hand there. But this world has everything we need to get our revenge. We need only wait for our third party to show up."

As if it was the cue he needed, a alien with a black tunic, armor made of bones, and combat knives of alien origin came to the duo, a dog with reptilian features by his side, a red spiked collar on his neck.

Petting the dog fondly, Khyper the Huntsman said only one thing. "We will lure Ben here by mutating the populace here with Rex's nanites. Then, when he is weakened enough, we strike him down with all of our power." bringing his fist down into his palm to drive the point home.

"I'm glad you were able to join us, Khyper. But I worry that you may be over your head with this." Julie stated, frowning at how little prepared he seemed.

"Rest assured Ma'am, I did not go from my old universe unprepared." Khyper replied as he took out a red disk with white markings on the top and bottom of it, making it look like a animal's maw. He then placed it on the dog's collar.

"Let the hunt begin." With that said by Khyper, all there nodded to show that they were willing and ready to bring a end to Ben Tennyson.

Once and for all...

**Well, that's it for Dash. I really burned out on this during the last few parts of this, but overall I hoped you enjoyed reading it.**

**The next part is the Kanon crossover, but I need a break in order to recharge my creative juices. Writing takes a lot out of you.**

**I'm guessing that I'll either start on the Kanon kitsune story or I'll do the Total Drama story with Lightning. I'll see how I feel before I start on one of those.**

**But until then, fare thee well and I'll see you all next time.**


End file.
